10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 1, 2011.

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     .

Commission file number 000-24956

Associated Materials, LLC

(Exact name of registrant as specified in its charter)

DELAWARE	75-1872487
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3773 STATE ROAD
CUYAHOGA FALLS, OHIO 44223
(Address of principal executive offices)

(330) 929-1811
(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No þ Although the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act for the period commencing January 2, 2011, the registrant has filed all Exchange Act reports for the preceding 12 months.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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 þ	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

No public trading market exists for the membership interests of the registrant. The aggregate market value of the membership interests held by non-affiliates of the registrant was zero as of July 2, 2010, the last business day of the registrant’s most recently completed second fiscal quarter. The membership interest of the registrant is held by AMH Intermediate Holdings Corp., a wholly owned subsidiary of AMH Investment Holdings Corp. As of March 30, 2011, there was one (1) outstanding membership interest of the registrant.

TABLE OF CONTENTS

PART I
	ITEM 1. BUSINESS
	ITEM 1A. RISK FACTORS
	ITEM 1B. UNRESOLVED STAFF COMMENTS
	ITEM 2. PROPERTIES
	ITEM 3. LEGAL PROCEEDINGS
	ITEM 4. (REMOVED AND RESERVED)
PART II
	ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
	ITEM 6. SELECTED FINANCIAL DATA
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
	ITEM 9A. CONTROLS AND PROCEDURES
	ITEM 9B. OTHER INFORMATION
PART III
	ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
	ITEM 11. EXECUTIVE COMPENSATION
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
	ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
	ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
PART IV
	ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
SIGNATURES
EXHIBIT INDEX
Exhibit 3.2
Exhibit 4.1
Exhibit 4.3
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 10.4
Exhibit 10.5
Exhibit 10.6
Exhibit 10.7
Exhibit 10.8
Exhibit 10.9
Exhibit 10.10
Exhibit 10.11
Exhibit 10.12
Exhibit 10.13
Exhibit 10.14
Exhibit 10.15
Exhibit 10.16
Exhibit 10.17
Exhibit 10.18
Exhibit 10.19
Exhibit 10.20
Exhibit 10.21
Exhibit 10.22
Exhibit 12.1
Exhibit 21.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

PART I

ITEM 1. BUSINESS

OVERVIEW

On October 13, 2010, AMH Holdings II, Inc. (“AMH II”), the then indirect parent company of Associated Materials, LLC, completed its merger (the “Acquisition Merger”) with Carey Acquisition Corp. (“Merger Sub”), pursuant to the terms of the Agreement and Plan of Merger, dated as of September 8, 2010 (the “Merger Agreement”), among Carey Investment Holdings Corp. (now known as AMH Investment Holdings Corp.) (“Parent”), Carey Intermediate Holdings Corp. (now known as AMH Intermediate Holdings Corp.), a wholly-owned direct subsidiary of Parent (“Holdings”), Merger Sub, a wholly-owned direct subsidiary of Holdings, and AMH II, with AMH II surviving such merger as a wholly-owned direct subsidiary of Holdings. After a series of additional mergers (together with the “Acquisition Merger,” the “Merger”), AMH II merged with and into Associated Materials, LLC, with Associated Materials, LLC surviving such merger as a wholly-owned direct subsidiary of Holdings. As a result of the Mergers, Associated Materials, LLC is now an indirect wholly-owned subsidiary of Parent. Approximately 98% of the capital stock of Parent is owned by investment funds affiliated with Hellman & Friedman LLC (“H&F”).

We are a leading, vertically integrated manufacturer and distributor of exterior residential building products in the United States and Canada. We produce a comprehensive offering of exterior building products, including vinyl windows, vinyl siding, aluminum trim coil and aluminum and steel siding and accessories, which we produce at our 11 manufacturing facilities. We also sell complementary products that are manufactured by third parties, such as roofing materials, insulation, exterior doors, vinyl siding in a shake and scallop design and installation equipment and tools. We distribute these products primarily to professional contractors through our extensive dual-distribution network. Our dual-distribution network consists of 119 company-operated supply centers, through which we sell directly to our contractor customers, and our direct sales channel, through which we sell to approximately 250 independent distributors and dealers, who then sell to their customers. Vinyl windows, vinyl siding, metal products and third-party manufactured products comprised approximately 37%, 19%, 16% and 22%, respectively, of our net sales for the year ended January 1, 2011.

Our supply centers provide “one-stop” shopping to our contractor customers by carrying the products, accessories and tools necessary to complete their projects. In addition, our supply centers augment the customer experience by offering product support and enhanced customer service from the point of sale to installation and warranty service. The products we distribute are generally marketed under our brand names, such as Alside^®, Revere^® and Gentek^®, and are ultimately sold on a wholesale basis to approximately 50,000 professional exterior contractors (who we refer to as our contractor customers) engaged in home remodeling and new home construction. During the year ended January 1, 2011, 72% of our net sales were generated through our network of supply centers.

We also distribute products through our direct sales channel, which consists of approximately 250 independent distributors and dealers. We utilize our manufacturing and marketing capabilities to drive growth with distributors and dealers in both markets where we have existing supply centers as well as new markets where we may not have a supply center presence. Our distributor and dealer customers in this channel are carefully selected based on their ability to drive sales of our products, deliver high customer service levels and meet other performance factors. This sales channel also allows us to service larger customers with a broader geographic scope, which drives additional volume. In addition, we utilize our vertical integration in this channel by selling and shipping our products directly to our contractor customers in many cases. For the year ended January 1, 2011, we generated 28% of our net sales from this channel.

We believe that the strength of our products and distribution network has resulted in strong brand loyalty and long-standing relationships with our contractor customers and enabled us to develop and maintain a leading position in the markets that we serve. In addition, our focus is primarily on the residential repair and remodeling market, which we believe has been less cyclical than the residential new construction market. We estimate that, during the year ended January 1, 2011, approximately 70% of our net sales were generated in the residential repair and remodeling market and approximately 30% of our net sales were generated in the residential new construction market. While our business has been negatively impacted by the weakness in the residential construction market, our net sales and income from operations performance have benefited from our market share gains, operating improvements and strong exposure to the repair and remodeling markets. As compared to the fiscal year ended January 2, 2010, our net sales increased 12% for the year ended January 1, 2011.

2

FINANCIAL INFORMATION ABOUT SEGMENTS

We are in the single business of manufacturing and distributing exterior residential building products. See Note 16 to the consolidated financial statements in Item 8. “Financial Statements and Supplementary Data.”

DESCRIPTION OF BUSINESS

Our Competitive Strengths

We believe we are well-positioned in our industry, and we expect to utilize our strengths to continue to capture market share from our competitors. Our key competitive strengths include:

Dual-Distribution Network

We have developed a distribution strategy that successfully combines a network of company-operated supply centers with a complementary network of independent distributors and dealers.

• Company-Operated Supply Centers. We believe that our U.S. and Canadian supply center network offers a superior distribution channel compared to our competitors who rely principally on local third-party distributors and dealers who carry an assortment of brands and may not focus on any particular brand. We believe that distributing our products through our network of 119 company-operated supply centers enables us to: (1) build direct long-standing customer relationships; (2) maintain control of the customer value proposition (i.e., product availability and quality, “one-stop” shopping, sales support and service) through integrated logistics between our manufacturing and distribution facilities; (3) monitor developments in local customer preferences; (4) bring new products to market quickly, shortening customary product development cycles; and (5) target our marketing efforts.

• Direct Sales Channel. We believe that our strength in selling to independent distributors and dealers provides us with exceptional operational flexibility because it allows us to penetrate key markets and expand our geographic reach without deploying the necessary capital to establish a company-operated supply center. This reach also allows us to service larger customers with a broader geographic scope, which we believe results in additional sales. In addition, we utilize our vertical integration in this channel by selling and shipping directly to our contractor customers in many cases, as evidenced by our approximately 1,000 ship-to locations, which we believe enhances our value proposition to both the distributors and dealers as well as the contractor customer.

Comprehensive Product Offering

We believe that our comprehensive product offering is a key competitive advantage relative to competitors who focus on a limited number of products. We manufacture a diverse mix of vinyl windows, vinyl siding, aluminum trim coil and aluminum and steel siding and accessories, as well as vinyl fencing and railing products. Furthermore, we offer broad product lines, ranging from entry-level economy products through premium products. This extensive product offering that we carry in our supply centers serves the needs of our contractor customers, who often install more than one product type and prefer to purchase multiple products from a single source. In addition, we realize important economies of scale in sales and marketing by deploying multiple, integrated product programs on a national, regional and local level. We utilize our supply center distribution base to sell complementary products to our core window and siding product offerings, such as roofing products. In total, we sell more than 2,000 products consisting of products manufactured by us as well as products manufactured by third parties. We also offer full-service product installation services for our vinyl siding and vinyl window products.

Strong Brands

We believe our brands are synonymous with quality and durability in the residential building products industry and that they are a distinguishing factor for our customers. For example, our Alside Excalibur^® vinyl window was named the Consumer Digest^® Best Buy for replacement windows in the 2008 and 2009 issues of Consumer Digest^® magazine. Additionally, many of our window product lines have earned the ENERGY STAR^® rating and meet or exceed the requirements for the energy efficiency home improvement tax credit established by the federal government.

We sell our high-quality products under several brand names, including Alside^®, Revere^®, Gentek^®, UltraGuard^®, Preservation^® and Alpine Windows^tm. This portfolio of brands allows us to offer different brands to contractors within a local market, which in turn allows local contractors to differentiate themselves to the end consumer.

3

Deep Customer Relationships

We believe that we are a deeply integrated partner to our customers. In order to most effectively and efficiently sell residential exterior products and installation services to the end consumer, contractors typically establish relationships and work with a very limited number of manufacturers and distributors, simplifying their sales pitch and expediting the sales process. Through our marketing support, sales training and fulfillment services, we believe we are a critical part of this sales process and, more broadly, our customers’ business and work flow. We believe that this integration has led to long-standing customer relationships and that the customers who we serve do a high percentage of their business, or maintain a high “share of wallet,” with us.

Low-Cost, Vertically Integrated Operations

We believe that we are a low-cost manufacturer due to our vertically integrated operations, strong operational expertise, advanced business systems and economies of scale. With a focus on continuously improving cost, delivery and quality, we are able to maintain these low costs, and our facilities consistently maintain order-to-delivery times that we believe are highly competitive and are consistent across both our premium and standard product offerings. We believe that within our window operations, our ability to produce vinyl extrusions, together with our high-speed welding and cleaning equipment, provides us with cost and quality advantages over other vinyl window manufacturers. Furthermore, our 11 manufacturing plants give us a scale that we believe contributes to a cost competitive presence in many U.S. and Canadian markets. We measure our manufacturing success by reviewing operating metrics compared to historical performance, improvement goals and available industry standards.

Diversified Operations

Among exterior residential building product companies, we believe we have one of the broadest manufacturing and distribution footprints in North America. We sell our products into substantially all regions of the United States and Canada, either through company-operated supply centers or through independent distributors and dealers. Our geographically diverse presence in the United States and Canada minimizes our sales concentrations from any particular region and positions us better than many of our regionally focused competitors. In addition, our customer base remains diversified as well. We have approximately 50,000 contractor customers and approximately 250 independent distributor and dealer customers.

Our Industry

We operate in the North American exterior building products industry. We believe we are one of the largest companies focused exclusively on the exterior building products industry in North America. In 2009, the market for exterior building products in the United States and Canada was, according to estimates in a Gotham Consulting Partners study commissioned by us (the “Gotham study”), $56 billion (a $45 billion market in the United States and an $11 billion market in Canada). Core products in this industry consist primarily of windows, siding and roofing, which, according to the Gotham study, collectively comprised 67% of the U.S. and Canadian exterior building products industry in 2009. Vinyl, as a material, comprised 64% of the windows market and 42% of the siding market by units in 2009, according to Ducker Worldwide. With our focus on vinyl products, we believe we are well-positioned in the industry.

Opportunity for Growth

Impact of Macroeconomic Drivers/Overall Contraction of the U.S. Economy

Since 2006, according to the National Association of Realtors, sales of existing single-family homes have decreased from recent historic levels, the inventory of homes available for sale has increased, and in many areas, home values have declined significantly. According to the National Association of Realtors, single-family housing starts were 472,000 for 2010 (near their lowest yearly level in the last 50 years), and existing home sales were 4.9 million for 2010 (near their lowest yearly level in the last 14 years). The U.S. economy continues to face uncertainty and has experienced significant contraction since the beginning of 2008. Unemployment rates remain near 10%, negatively impacting consumer confidence and causing consumers to look to save a greater percentage of their income. As such, disposable income and, specifically, money available for repair and remodeling expenditures has declined.

4

Impact on Volumes

As a result of the downward trend in the housing market and overall economic conditions, sales of windows and siding have been negatively impacted. According to Ducker Worldwide, the overall market volumes of windows and siding declined 43% and 48%, respectively, from 2006 to 2009. Sales volume due to repair and remodeling has been less cyclical historically; the repair and remodeling market volumes for windows and siding declined 21% and 27%, respectively, from 2006 to 2009. We believe our focus on the repair and remodeling end market has led to relative stability in our revenue base. Our volume of windows sold has increased 3% from 2006 to 2010, while our volume of siding sold has declined 39% from 2006 to 2010. In 2010, we have seen some level of stabilization, as our windows and siding sales volumes grew 11% and 2%, respectively, for the year ended January 1, 2011 as compared to the same period in 2009.

Long-Term Drivers of Growth

We believe the long-term demand for exterior building products, specifically windows and siding, will continue to be driven by:

• Aging of the Housing Stock. The median estimated home age increased from 23 years in 1985 to 35 years in 2009, and more than 62% of the current housing stock was built prior to 1980, according to the American Housing Survey by the U.S. Census and the U.S. Department of Housing and Urban Development. We believe the aging housing stock trend will continue to drive demand for residential repair and remodeling projects.

• Long-Term Demand for New Construction. We believe that household formation is an important driver of both new housing starts and repair and remodel spending. We expect that a combination of population growth and “teardowns” of existing homes will necessitate continued construction of new homes at rates in excess of the low levels we are currently experiencing. On a historical basis, seasonally-adjusted total housing starts have averaged 1.53 million since 1970 according to the U.S. Census Bureau. The foregoing household formation projections suggest that total housing starts will return to levels closer to long-term historical averages than recent levels.

• Energy Efficiency. There is favorable demand for energy efficient building products given measurable payback periods and strong environmentally focused trends. For example, a National Association of Home Builder’s Consumer Preferences Survey found that home buyers were willing to make an average upfront investment of nearly $9,000 to save $1,000 annually in utility costs, which implies a nine-year payback period. We expect that this increased demand for energy efficient—or “green”—building products will benefit companies like ours with products that meet energy efficiency standards. Additionally, many of our window product lines have earned the ENERGY STAR^® rating and meet or exceed the requirements for the energy efficiency home improvement tax credit established by the federal government.

• Advantages of Vinyl Products. We believe vinyl siding and vinyl windows possess preferred product attributes compared to other types of exterior windows and siding products. Vinyl has greater durability, requires less maintenance, and provides greater energy efficiency than many competing window and siding products. In addition, we believe vinyl products have a material price advantage over other product types. Vinyl has become an increasingly popular material in both the windows and siding markets. Vinyl windows grew from 59% of the total U.S. window market in 2006 to 64% in 2009, and vinyl siding grew from 40% of the total U.S. siding market in 2006 to 42% in 2009, according to Ducker Worldwide. We believe the advantages of vinyl will continue to drive further penetration.

Growth Forecast

While the exterior building products industry has trended down since 2006 across the industry, certain recent industry forecasts and market data suggest a more favorable environment going forward.

• Repair and Remodeling Expenditure. According to Ducker Worldwide, U.S. total improvement expenditures reached lows of $115.8 billion in 2009, but are projected to grow to $151.0 billion in 2013, a 6.9% compound annual growth rate. According to the Joint Center for Housing Studies of Harvard University (“JCHS”), remodeling spending is expected to increase on an annual basis by the end of the year; year-over-year growth in the Leading Indicator of Remodeling Activity (LIRA) is projected to be 9.1% in the first quarter of 2011 and 12.7% in the second quarter of 2011.

• Existing Home Sales. According to the National Association of Realtors, annualized, seasonally-adjusted existing home sales reached lows of 4.9 million in 2010, but are projected to grow to 5.6 million in 2012, a 6% compound annual growth rate.

• Single Family Housing Starts. National Association of Realtors housing start forecasts suggest single-family housing starts will grow from 472,000 in 2010 to 750,000 in 2012, a 26% compound annual growth rate. A JCHS study projects that 11.8 million to 13.8 million households will be formed from 2010 through 2020.

We believe a stabilization of the housing environment and growth in exterior building products, or windows and siding, specifically, will benefit our business as we are well-positioned to generate growth and capture market share in our industry.

5

Products

Our core products are vinyl windows, vinyl siding, aluminum trim coil and aluminum and steel siding and accessories. For the year ended January 1, 2011, vinyl windows and vinyl siding together comprised approximately 56% of our net sales, while aluminum and steel products comprised approximately 16%.

We manufacture and distribute vinyl windows in the premium, standard and economy categories, primarily under the Alside^®, Revere^® and Gentek^® brand names. Vinyl window quality and price vary across categories and are generally based on a number of differentiating factors, including method of construction and materials used. Premium and standard windows are primarily geared toward the repair and remodeling segment, while economy products are typically used in new construction applications. Our vinyl windows are available in a broad range of models, including fixed, double and single hung, horizontal sliding, casement and decorative bay and bow, as well as patio doors. All of our windows for the repair and remodeling market are made to order and are custom-fitted to existing window openings. Additional features include frames that do not require painting, tilt-in sashes for easy cleaning and high-energy efficiency glass packages. Most models offer multiple finish and glazing options and substantially all are accompanied by a limited lifetime warranty. Key offerings include Excalibur^®, a fusion-welded window featuring a slim design, which was awarded the Consumer Digest^® Best Buy for vinyl replacement windows in 2008 and 2009; Performance Series^tm, a new construction product with superior strength and stability; and UltraMaxx^®, an extra-thick premium window available in light oak, dark oak and cherry wood grain interior finishes.

We also manufacture and distribute vinyl siding and related accessories in the premium, standard and economy categories, primarily under the Alside^®, Revere^® and Gentek^® brand names. Vinyl siding quality and price vary across categories and are generally based on rigidity, thickness, impact resistance and ease of installation, as well as other factors. Premium and standard siding products are primarily geared towards the repair and remodeling segment, while economy products are typically used in new construction applications. Our vinyl siding is textured to simulate wood lap siding or shingles and is available in clapboard, Dutch lap and board-and-batten styles. Products are available in a wide palette of colors to satisfy individual aesthetic tastes. We also offer specialty siding products, such as shakes and scallops, beaded siding, insulated siding, extended length siding and variegated siding. Our product line is complemented by a broad array of color and style-matched accessories, including soffit, fascia and other components, which enable easy installation and provide numerous appearance options. All of our siding products are accompanied by limited 50-year to lifetime warranties. Key offerings include Charter Oak^®, a premium product whose exclusive TriBeam^tm design system provides superior rigidity; Prodigy^®, a premium product that offers an insulating underlayment with a surface texture of genuine milled lumber; and CenterLock^®, an easy-to-install product designed for maximum visual appeal.

Our metal offerings include aluminum trim coil and flatstock, as well as aluminum and steel siding and accessories. These products are available in a broad assortment of colors, styles and textures and are color-matched to vinyl and other metal product lines with special features including multi-colored paint applications, which replicate the light and dark tones of the grain in natural wood. We offer steel siding in a full complement of profiles including 8”, vertical and Dutch lap. We manufacture aluminum siding and accessories in economy, standard and premium grades in a broad range of profiles to appeal to various geographic and contractor preferences. While aluminum siding sales are limited to niche markets, particularly Canada, aluminum accessories enjoy popularity in vinyl siding applications. All aluminum soffit colors match or complement our core vinyl siding colors, as well as those of several of our competitors.

We manufacture a broad range of painted and vinyl coated aluminum trim coil and flatstock for application in siding projects. Our innovative Color Clear Through^® and ColorConnect^® programs match core colors across our vinyl, aluminum and steel product lines, as well as those of other siding manufacturers. Trim coil and flatstock products are installed in most siding projects, whether vinyl, brick, wood, stucco or metal, and are used to seal exterior corners, fenestration and other areas. These products are typically formed on site to fit such surfaces. As a result, due to its superior pliability, aluminum remains the preferred material for these products and is rarely substituted by other materials. Trim coil and flatstock represent a majority of our metal product sales.

6

We generally market our products under our brand names, such as Alside^®, Revere^® and Gentek^®, and offer product, sales and marketing support. A summary of our window and siding product offerings is presented in the table below according to our product line classification:

Product Line	Window	Vinyl Siding	Steel Siding	Aluminum Siding
Premium	Preservation Regency Sequoia Select Sheffield Sovereign UltraMaxx Westbridge	Bennington Board and Batten Berkshire Beaded Centennial Beaded CenterLock Charter Oak Cyprus Creek Northern Forest Preservation Prodigy Sequoia Select Sovereign Select Williamsport	Cedarwood Driftwood Gallery Series SuperGuard SteelTek SteelSide Universal	Cedarwood Vin.Al.Wood Deluxe
Standard	Alpine 80 Series Berkshire Excalibur Fairfield 80 Series Sierra Signature	Advantage III Advantage Plus Amherst Berkshire Classic Concord Coventry Fair Oaks Odyssey Plus Signature Supreme Somerville III
Economy	Alpine 70 Series Amherst Blue Print Series Builder Series Centurion Concord Fairfield 70 Series Geneva Performance Series	Aurora Conquest Driftwood		Woodgrain Series

We also produce vinyl fencing and railing under the brand name UltraGuard^®, consisting of both agricultural and residential vinyl fencing. We primarily market our fencing and railing through independent dealers.

To complete our line of exterior residential building products, we also distribute building products manufactured by other companies. The third-party manufactured products that we distribute complement our exterior building product offerings and include roofing materials, insulation, exterior doors, vinyl siding in a shake and scallop design and installation equipment and tools. Vinyl windows, vinyl siding, metal products and third-party manufactured products comprised approximately 37%, 19%, 16% and 22%, respectively, of our net sales for the year ended January 1, 2011.

Marketing and Distribution

We market exterior residential building products to approximately 50,000 professional exterior contractors (who we refer to as our contractor customers) engaged in home remodeling and new home construction primarily through 119 company-operated supply centers, through which we sell directly to our contractor customers, and our direct sales channel, through which we sell to approximately 250 independent distributors and dealers, who then sell to their customers. Traditionally, most windows and siding are sold to the home remodeling marketplace through independent distributors. Management believes that we are one of only two major vinyl window and siding manufacturers that markets its products primarily through company-operated supply centers. For the year ended January 1, 2011, approximately 72% of our net sales were generated through our supply centers.

7

We believe that distributing our vinyl window and siding products through our network of 119 supply centers enables us to: (a) build long-standing customer relationships; (b) monitor developments in local customer preferences; (c) ensure product availability through integrated logistics between our manufacturing and distribution facilities; (d) offer “one-stop” shopping to our customers; and (e) target our marketing efforts. Our customers look to their local supply center to provide a broad range of specialty product offerings in order to maximize their ability to attract remodeling and home building customers. Many have established long-standing relationships with their local supply center based on individualized service and credit terms, quality products, timely delivery, breadth of product offerings, strong sales and promotional programs and competitive prices. We support our contractor customer base with marketing and promotional programs that include product sample cases, sales literature, product videos and other sales and promotional materials. Professional contractors use these materials to sell remodeling construction services to prospective consumers. The consumer generally relies on the professional contractor to specify the brand of window or siding to be purchased, subject to the consumer’s price, color and quality requirements. Our daily contact with our contractor customers also enables us to closely monitor activity in each of the remodeling and new construction markets in which we compete. This direct presence in the marketplace permits us to obtain current local market information, which helps us recognize trends in the marketplace earlier and adapt our product offerings on a location-by-location basis.

We believe that our strategic approach to provide a comprehensive product offering is a key competitive advantage relative to competitors who focus on a limited number of products. We also believe that our supply centers provide “one-stop shopping” to meet the specialized needs of our contractor customers by distributing more than 2,000 building and remodeling products, including a broad range of company-manufactured vinyl windows, vinyl siding, aluminum trim coil, aluminum and steel siding and accessories and vinyl fencing and railing, as well as products manufactured by third parties. We believe that our supply centers have strong appeal to contractor customers and that the ability to provide a broad range of products is a key competitive advantage because it allows our contractor customers, who often install more than one product type, to acquire multiple products from a single source. In addition, we have historically achieved economies of scale in sales and marketing by deploying integrated, multiple product programs on a national, regional and local level. Through many of our supply centers, we also provide full-service product installation of our vinyl window and vinyl siding products.

We also sell the products we manufacture directly to dealers and distributors in the United States, many of which operate in multiple locations. Independent distributors comprise the industry’s primary market channel for the types of products that we manufacture and, as such, remain a key focus of our marketing activities. We provide these customers with distinct brands and differentiated product, sales and marketing support. Our distribution partners are carefully selected based on their ability to drive sales of our products, deliver high customer service levels and meet other performance factors. We believe that our strength in independent distribution provides us with a high level of operational flexibility because it allows us to penetrate key markets and expand our geographic reach without deploying the necessary capital to establish a company-operated supply center. This reach also allows us to service larger customers with a broader geographic scope, which drives additional volume. For the year ended January 1, 2011, sales to independent distributors and dealers accounted for approximately 28% of our net sales. Despite their aggregate lower percentage of total sales, our largest individual customers are among our direct dealers and independent distributors. In 2010, 2009 and 2008, sales to Window World, Inc. and its licensees represented approximately 14%, 13% and 11% of net sales, respectively.

Manufacturing

We produce our core products at our 11 manufacturing facilities. We fabricate vinyl windows at our facilities in Cuyahoga Falls, Ohio; Bothell, Washington; Cedar Rapids, Iowa; Kinston, North Carolina; Yuma, Arizona and London, Ontario. We operate vinyl extrusion facilities in West Salem, Ohio; Ennis, Texas and Burlington, Ontario. We also have two metal manufacturing facilities located in Woodbridge, New Jersey and Pointe Claire, Quebec.

Our window fabrication plants in Cuyahoga Falls, Ohio; Kinston, North Carolina; Cedar Rapids, Iowa and London, Ontario each use vinyl extrusions manufactured by the West Salem, Ohio extrusion facility for a portion of their production requirements and utilize high-speed welding and cleaning equipment for their welded window products. By internally producing a portion of our vinyl extrusions, we believe we achieve higher product quality compared to purchasing these materials from third-party suppliers. Our Bothell, Washington and Yuma, Arizona facilities have a long-term contract to purchase their vinyl extrusions from a third-party supplier.

Our window plants generally operate on a single shift basis utilizing both a second shift and increased numbers of leased production personnel to meet higher seasonal needs. Our vinyl extrusion plants generally operate on a three-shift basis to optimize equipment productivity and utilize additional equipment to increase capacity to meet higher seasonal needs.

8

Raw Materials

The principal raw materials used by us are vinyl resin, aluminum, steel, resin stabilizers and pigments, glass, window hardware and packaging materials, all of which are available from a number of suppliers and have historically been subject to price changes. Raw material pricing on certain of our key commodities has fluctuated significantly over the past several years. In response, we have announced price increases over the past several years on certain of our product offerings to offset inflation in raw material pricing and continually monitor market conditions for price changes as warranted. We have a contract with our resin supplier through December 2015 to supply substantially all of our vinyl resin requirements. We believe that other suppliers could also meet our requirements for vinyl resin beyond 2015 on commercially acceptable terms.

COMPETITION

The market for our products and services is highly competitive. We compete with numerous small and large manufacturers of exterior residential building products, as well as numerous large and small distributors of building products in our capacity as a distributor of these products. We focus primarily on the market for professional contractor customers. We believe that only one company within the exterior residential building products industry competes with us throughout the United States and Canada on both the manufacturing and distribution levels. We focus primarily on the vinyl market within windows and siding. We also face competition from alternative materials: wood and aluminum in the window market and wood, masonry and fiber cement in the siding market.

Exterior building products manufacturers and distributors generally compete on price, product performance and reliability, service levels and sales and marketing support. Some of our competitors are larger in size and have greater financial resources than we do. While we believe we have been able to compete successfully in our industry to-date, there can be no assurance that we will be able to do so in the future.

SEASONALITY

Because most of our building products are intended for exterior use, sales tend to be lower during periods of inclement weather. Weather conditions in the first quarter of each calendar year usually result in that quarter producing significantly less sales revenue than in any other period of the year. Consequently, we have historically had small profits or losses in the first quarter and reduced profits from operations in the fourth quarter of each calendar year.

BACKLOG

We do not have material long-term contracts. Our backlog is subject to fluctuation due to various factors, including the size and timing of orders and seasonality for our products, and is not necessarily indicative of the level of future sales. We did not have a significant manufacturing backlog at January 1, 2011.

TRADEMARKS AND OTHER INTANGIBLE ASSETS

We rely on trademark and other intellectual property law and protective measures to protect our proprietary rights. We have registered and common law rights in trade names and trademarks covering the principal brand names and product lines under which our products are marketed. Although we employ a variety of intellectual property in our business, we believe that none of that intellectual property is individually critical to our current operations.

GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS

Our operations are subject to various U.S. and Canadian environmental statutes and regulations, including those relating to materials used in our products and operations; discharge of pollutants into the air, water and soil; treatment, transport, storage and disposal of solid and hazardous wastes; and remediation of soil and groundwater contamination. Such laws and regulations may also impact the cost and availability of materials used in manufacturing our products. Our facilities are subject to inspections by governmental regulators, which occur from time to time. While our management does not currently expect the costs of compliance with environmental requirements to increase materially, future expenditures may increase as compliance standards and technology change.

For information regarding pending proceedings relating to environmental matters, see Item 3. “Legal Proceedings.”

9

EMPLOYEES

Our employment needs vary seasonally with sales and production levels. As of January 1, 2011, we had approximately 2,472 full-time employees, including approximately 1,196 hourly workers. Additionally, we had approximately 241 employees in the United States and approximately 235 employees in Canada located at unionized facilities covered by collective bargaining agreements. We consider our labor relations to be good. On November 1, 2010, the union contract covering the hourly production employees at our West Salem, Ohio manufacturing facility expired. The terms under this labor agreement are subject to renegotiation every three years. The hourly production employees have agreed to continue to work under the terms of the expired contract while contract negotiations continue. The union contract for our Pointe Claire, Quebec manufacturing facility, which expired November 15, 2010, was recently renegotiated and became effective retroactive to the former expiration date and now expires November 15, 2013.

We utilize leased employees to supplement our own workforce at our manufacturing facilities. The aggregate number of leased employees in the manufacturing facilities on a full-time equivalency basis is approximately 1,379 workers.

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

All of our business operations are located in the United States and Canada. Revenue from customers outside the United States was approximately $258 million, $228 million, and $249 million in 2010, 2009, and 2008, respectively, and was primarily derived from customers in Canada. Our remaining revenue totaling $909 million, $818 million, and $885 million, in 2010, 2009, and 2008, respectively, was derived from U.S. customers. At January 1, 2011, long-lived assets totaled approximately $47.2 million in Canada and $90.7 million in the U.S. At January 2, 2010, long-lived assets totaled approximately $33.9 million in Canada and $75.1 million in the United States. We are exposed to risks inherent in any foreign operation, including foreign exchange rate fluctuations. For further information on foreign currency exchange risk, see Item 7A. “Quantitative and Qualitative Disclosures About Market Risk — Foreign Currency Exchange Rate Risk.”

AVAILABLE INFORMATION

We make available our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, along with any related amendments and supplements on our website as soon as reasonably practicable after we electronically file or furnish such materials with or to the Securities and Exchange Commission (“SEC”). These reports are available, free of charge, at www.associatedmaterials.com. Our website and the information contained in it and connected to it do not constitute part of this annual report or any other report we file with or furnish to the SEC.

ITEM 1A. RISK FACTORS

The following discussion of risks and uncertainties relating to our business should be read carefully and in connection with evaluating our business and prospects, the forward-looking statements contained in this Annual Report on Form 10-K and oral statements made by our representatives from time to time. The risks and uncertainties described below are not the only risks and uncertainties that we face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may impair our financial condition and business operations. If any of the following risks actually occur, our financial condition and operating results would suffer. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in those forward-looking statements. For additional information regarding forward-looking statements, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Certain Forward-Looking Statements.”

Conditions in the housing market and economic conditions generally have affected and may continue to affect our operating performance.

Our business is largely dependent on home improvement (including repair and remodeling) activity and new home construction in the United States and Canada. High unemployment, low consumer confidence, declining home prices and tightened credit markets have limited the ability of consumers to finance home improvements and may continue to affect investment in existing homes in the form of renovations and home improvements. The new home construction market has also undergone a downturn marked by declines in the demand for new homes, an oversupply of existing homes on the market and a reduction in the availability of financing for homebuyers. These industry conditions and general economic conditions have had and may continue to have an adverse impact on our business.

Our substantial level of indebtedness could adversely affect our financial condition.

We have a substantial amount of indebtedness, which requires significant interest payments. As of January 1, 2011, we had approximately $788.0 million of indebtedness, and interest expense for the year ended January 1, 2011 was approximately $74.9 million.

10

Our substantial level of indebtedness could have important consequences, including the following:

• We must use a substantial portion of our cash flow from operations to pay interest and principal on our senior secured asset-based revolving credit facilities (the “ABL facilities”) and 9.125% Senior Secured Notes due 2017 (the “9.125% notes”) and other indebtedness, which reduces funds available to us for other purposes, such as working capital, capital expenditures, other general corporate purposes and potential acquisitions;

• our ability to refinance such indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be impaired;

• we are exposed to fluctuations in interest rates because the ABL facilities have a variable rate of interest;

• our leverage may be greater than that of some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility in responding to current and changing industry and financial market conditions;

• we may be more vulnerable to the current economic downturn and adverse developments in our business; and

• we may be unable to comply with financial and other restrictive covenants in the ABL facilities, the 9.125% notes and other indebtedness, as applicable, some of which requires the obligor to maintain specified financial ratios and limits our ability to incur additional debt and sell assets, which could result in an event of default that, if not cured or waived, would have an adverse effect on our business and prospects and could result in bankruptcy.

Our ability to access funding under the ABL facilities depends upon, among other things, the absence of a default under the ABL facilities, including any default arising from a failure to comply with the related covenants. If we are unable to comply with our covenants under the ABL facilities, our liquidity may be adversely affected.

Our ability to meet expenses, to remain in compliance with our covenants under our debt instruments and to make future principal and interest payments in respect of our debt depends on, among other things, our operating performance, competitive developments and financial market conditions, all of which are significantly affected by financial, business, economic and other factors. We are not able to control many of these factors. Given current industry and economic conditions, our cash flow may not be sufficient to allow us to pay principal and interest on our debt, including the 9.125% notes, and meet our other obligations.

We may be able to incur more indebtedness, in which case the risks associated with our substantial leverage, including our ability to service our indebtedness, would increase.

The ABL facilities and the indenture relating to the 9.125% notes permit, subject to specified conditions and limitations, the incurrence of a significant amount of additional indebtedness. As of January 1, 2011, we would have been able to incur an additional $104.9 million of indebtedness under the ABL facilities. If we or our parent companies incur additional debt, the risks associated with this substantial leverage and the ability to service such debt would increase.

The indenture for the 9.125% notes and the ABL facilities impose significant operating and financial restrictions on us.

The indenture for the 9.125% notes and the ABL facilities, as applicable, impose, and the terms of any future debt may impose, significant operating and financial restrictions on us. These restrictions, among other things, limit our ability and that of our subsidiaries to:

• pay dividends or distributions, repurchase equity, prepay junior debt and make certain investments;

• incur additional debt or issue certain disqualified stock and preferred stock;

• sell or otherwise dispose of assets, including capital stock of subsidiaries;

• incur liens on assets;

• merge or consolidate with another company or sell all or substantially all assets;

• enter into transactions with affiliates; and

• allow to exist certain restrictions on the ability of subsidiaries to pay dividends or make other payments to us.

11

In addition, as discussed under Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Description of Our Outstanding Indebtedness,” if our borrowing availability under the ABL facilities is below specified levels, we will be subject to compliance with a fixed charge coverage ratio.

All of these covenants may adversely affect our ability to finance our operations, meet or otherwise address our capital needs, pursue business opportunities, react to market conditions or otherwise restrict activities or business plans. A breach of any of these covenants could result in a default in respect of the related indebtedness. If a default occurs, the relevant lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against any collateral securing that indebtedness.

Continued disruption in the financial markets could negatively affect us.

Along with our customers and suppliers, we rely on stable and efficient financial markets. Availability of financing depends on the lending practices of financial institutions, financial and credit markets, government policies and economic conditions, all of which are beyond our control. The credit markets and the financial services industry have recently experienced significant disruptions, characterized by the bankruptcy and failure of several financial institutions and severe limitations on credit availability. A prolonged continuation of adverse economic conditions and disrupted financial markets could compromise the financial condition of our customers and suppliers. Customers may not be able to pay, or may delay payment of, accounts receivable due to liquidity and financial performance issues or concerns affecting them or due to their inability to secure financing. Suppliers may modify, delay or cancel projects and reduce their levels of business with us. In addition, the weakened credit markets may also impact the ability of the end consumer to obtain any needed financing to purchase our products, resulting in a reduction in overall demand, and consequently negatively impact our sales levels. Furthermore, continued disruption in the financial markets could adversely affect our ability to refinance indebtedness when required.

We have substantial fixed costs and, as a result, operating income is sensitive to changes in net sales.

We operate with significant operating and financial leverage. Significant portions of our manufacturing, selling, general and administrative expenses are fixed costs that neither increase nor decrease proportionately with sales. In addition, a significant portion of our interest expense is fixed. There can be no assurance that we would be able to further reduce our fixed costs in response to a decline in net sales. As a result, a decline in our net sales could result in a higher percentage decline in our income from operations.

Changes in raw material costs and the availability of raw materials and finished goods could adversely affect our profit margins.

The principal raw materials used by us are vinyl resin, aluminum, steel, resin stabilizers and pigments, glass, window hardware and packaging materials, all of which have historically been subject to price changes. Raw material pricing on certain of our key commodities has fluctuated significantly over the past several years. In response, we have announced price increases over the past several years on certain of our product offerings to offset inflation in raw materials and continually monitor market conditions for price changes as warranted. Our ability to maintain gross margin levels on our products during periods of rising raw material costs depends on our ability to obtain selling price increases. Furthermore, the results of operations for individual quarters can and have been negatively impacted by a delay between the timing of raw material cost increases and price increases on our products. There can be no assurance that we will be able to maintain the selling price increases already implemented or achieve any future price increases.

Additionally, we rely on our suppliers for deliveries of raw materials and finished goods. If any of our suppliers were unable to deliver raw materials or finished goods to us for an extended period of time, we may not be able to procure the required raw materials or finished goods through other suppliers without incurring an adverse impact on our operations. Even if acceptable alternatives were found, the process of locating and securing such alternatives might be disruptive to our business, and any such alternatives could result in increased costs for us. Extended unavailability of necessary raw materials or finished goods could cause us to cease manufacturing or distributing one or more of our products for an extended period of time.

The unavailability, further reduction or elimination of government and economic incentives could adversely affect demand for our products.

In response to economic conditions and declines in the housing market, as well as public attention to energy consumption, the federal government and various state governments have initiated tax credits and other programs intended to promote home purchases and investment in energy-compliant home improvement products. There can be no assurance regarding the impact of such programs on the purchase of energy-compliant home improvement products. The federal first-time home buyer credit expired in April 2010 and certain federal tax credits for energy efficient windows were reduced significantly for 2011 from 2010 and 2009 levels. We cannot ensure that the housing markets will not decline further as these programs are eliminated or scaled back, and the elimination or reduction of these programs may reduce demand for our products.

12

Risks associated with our ability to continuously improve organizational productivity and supply chain efficiency and flexibility could adversely affect our business, either in an environment of potentially declining market demand or one that is volatile or resurging.

We need to continually evaluate our organizational productivity and supply chains and assess opportunities to reduce costs and assets. We must also enhance quality, speed and flexibility to meet changing and uncertain market conditions. Our success also depends in part on refining our cost structure and supply chains to promote a consistently flexible and low cost supply chain that can respond to market pressures to protect profitability and cash flow or ramp up quickly to effectively meet demand. Failure to achieve the desired level of quality, capacity or cost reductions could impair our results of operations. Despite proactive efforts to control costs and improve production in our facilities, competition could still result in lower operating margins and profitability.

Our business is seasonal and can be affected by inclement weather conditions, which could affect the timing of the demand for our products and cause reduced profit margins when such conditions exist.

Because most of our building products are intended for exterior use, sales tend to be lower during periods of inclement weather. Weather conditions in the first quarter of each calendar year usually result in that quarter producing significantly less net sales and net cash flows from operations than in any other period of the year. Consequently, we have historically had small profits or losses in the first quarter and reduced profits from operations in the fourth quarter of each calendar year. To meet seasonal cash flow needs during the periods of reduced sales and net cash flows from operations, we have typically utilized our revolving credit facilities and repay such borrowings in periods of higher cash flow. We typically generate the majority of our cash flow in the third and fourth quarters.

Our industry is highly competitive, and competitive pressures could have an adverse effect on us.

The markets for our products and services are highly competitive. We seek to distinguish ourselves from other suppliers of residential building products and to sustain our profitability through a business strategy focused on increasing sales at existing supply centers, selectively expanding our supply center network, increasing sales through independent specialty distributor customers, developing innovative new products, expanding sales of third-party manufactured products through our supply center network and driving operational excellence by reducing costs and increasing customer service levels. We believe that competition in the industry is based on price, product and service quality, customer service and product features. Sustained increases in competitive pressures could have an adverse effect on results of operations and negatively impact sales and margins.

Consolidation of our customers could adversely affect our business, financial condition and results of operations.

Though larger customers can offer efficiencies and unique product opportunities, consolidation increases their size and importance to our business. These larger customers can make significant changes in their volume of purchases and seek price reductions. Consolidation could adversely affect our margins and profitability, particularly if we were to lose a significant customer. In 2010, 2009 and 2008, sales to our largest customer and its licensees represented approximately 14%, 13% and 11% of net sales, respectively. The loss of a substantial portion of sales to this customer could have a material adverse effect on our business, financial condition and results of operations.

Our failure to attract and retain qualified personnel could adversely affect our business.

Our success depends in part on the efforts and abilities of our senior management and key employees. Their motivation, skills, experience and industry contacts significantly benefit our operations and administration. The failure to attract, motivate and retain members of our senior management and key employees could have a negative effect on our results of operations. In particular, the departure of members of our senior management could cause us to lose customers and reduce our net sales, lead to employee morale problems and the loss of key employees or cause production disruptions.

We have significant goodwill and other intangible assets, which if impaired, could require us to incur significant charges.

As of January 1, 2011, we have approximately $566.4 million of goodwill and $731.0 million of other intangible assets, net. The value of these assets is dependent, among other things, upon our future expected operating results. We are required to test for impairment of these assets annually or when factors indicating impairment are present, which could result in a write down of all or a significant portion of these assets. Any future write down of goodwill and other intangible assets could have an adverse effect on our financial condition and on the results of operations for the period in which the impairment charge is incurred.

13

The future recognition of our deferred tax assets is uncertain, and assumptions used to determine the amount of our deferred tax asset valuation allowance are subject to revision based on changes in tax laws and variances between future expected operating performance and actual results.

Our inability to realize deferred tax assets may have an adverse effect on our consolidated results of operations and financial condition. We recognize deferred tax assets and liabilities for the future tax consequences related to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for tax credits. We evaluate our deferred tax assets for recoverability based on available evidence, including assumptions about future profitability.

Our total valuation allowance of $29.5 million as of January 1, 2011 is based on the uncertainty of the future realization of deferred tax assets. This reflects our assessment that a portion of our deferred tax assets could expire unused if we are unable to generate taxable income in the future sufficient to utilize them or we enter into one or more transactions that limit our ability to realize all of our deferred tax assets. The assumptions used to make this determination are subject to revision based on changes in tax laws or variances between our future expected operating performance and actual results. As a result, significant judgment is required in assessing the possible need for a deferred tax asset valuation allowance. If we determine that we would not be able to realize all or a portion of the deferred tax assets in the future, we would further reduce our deferred tax asset through a charge to earnings in the period in which the determination was made. Any such charge could have an adverse effect on our consolidated results of operations and financial condition.

The Merger, including the related refinancing of our outstanding debt, created tax deductions of approximately $68.9 million, although no assurances can be made that such deductions will be sustained if audited. These tax deductions are expected to create refunds of approximately $3.2 million for previously paid U.S. federal income taxes with the remaining tax deductions carried forward to reduce future taxable income. We expect to record additional deferred tax assets related to these loss carryforwards, and we are currently evaluating whether and to what extent to record a valuation allowance with respect to any such deferred tax assets.

We are subject to foreign exchange risk as a result of exposures to changes in currency exchange rates between the United States and Canada.

We are exposed to exchange rate fluctuations between the Canadian dollar and U.S. dollar. We realize revenues from sales made through Gentek’s Canadian distribution centers in Canadian dollars. The exchange rate of the Canadian dollar to the U.S. dollar has been at or near historic highs in recent years. In the event that the Canadian dollar weakens in comparison to the U.S. dollar, earnings generated from Canadian operations will translate into reduced earnings in our consolidated statement of operations reported in U.S. dollars. In addition, our Canadian subsidiary also records certain accounts receivable and accounts payable accounts, which are denominated in U.S. dollars. Foreign currency transactional gains and losses are realized upon settlement of these obligations. For more information, please see Item 7A. “Quantitative and Qualitative Disclosures About Market Risk — Foreign Exchange Risk.”

We are controlled by investment funds affiliated with Hellman & Friedman LLC, whose interests may be different than the interests of other holders of our securities.

By reason of their majority ownership interest in Parent, which is our indirect parent company, H&F and its affiliates have the ability to designate a majority of the members of the Board of Directors. H&F and its affiliates are able to control actions to be taken by us, including amendments to our organizational documents and the approval of significant corporate transactions, including mergers, sales of substantially all of our assets, distributions of our assets, the incurrence of indebtedness and any incurrence of liens on our assets. The interests of H&F and its affiliates may be materially different than the interests of our other stakeholders. For example, H&F and its affiliates may cause us to take actions or pursue strategies that could impact our ability to make payments under the indenture governing the 9.125% notes and the ABL facilities or that cause a change of control. In addition, to the extent permitted by the indenture governing the 9.125% notes and the ABL facilities, H&F and its affiliates may cause us to pay dividends rather than make capital expenditures or repay debt.

We could face potential product liability claims relating to products we manufacture or distribute.

We face a business risk of 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 insurance coverage, but we may not be able to obtain such insurance on acceptable terms in the future, if at all, or any such insurance may not provide adequate coverage against potential claims. Product liability claims can be expensive to defend and can divert management and other personnel for months or years regardless of the ultimate outcome. An unsuccessful product liability defense could have an adverse effect on our business, financial condition, results of operations or business prospects or ability to make payments on our indebtedness when due.

14

We may incur significant, unanticipated warranty claims.

Consistent with industry practice, we provide to homeowners limited warranties on certain products. Warranties are provided for varying lengths of time, from the date of purchase up to and including lifetime. Warranties cover product failures such as seal failures for windows and fading and peeling for siding products, as well as manufacturing defects. Liabilities for future warranty costs are provided for annually based on management’s estimates of such future costs, which are based on historical trends and sales of products to which such costs relate. To the extent that our estimates are inaccurate and we do not have adequate warranty reserves, our liability for warranty payments could have a material impact on our financial condition and results of operations.

Potential liabilities and costs from litigation could adversely affect our business, financial condition and results of operations.

We are, from time to time, involved in various claims, litigation matters and regulatory proceedings that arise in the ordinary course of our business and that could have a material adverse effect on us. These matters may include contract disputes, personal injury claims, warranty disputes, environmental claims or proceedings, other tort claims, employment and tax matters and other proceedings and litigation, including class actions.

Increasingly, home builders, including our customers, are subject to construction defect and home warranty claims in the ordinary course of their business. Our contractual arrangements with these customers typically include the agreement to indemnify them against liability for the performance of our products or services or the performance of other products that we install. These claims, often asserted several years after completion of construction, frequently result in lawsuits against the home builders and many of their subcontractors and suppliers, including us, requiring us to incur defense costs even when our products or services may not be the principal basis for the claims.

Although we intend to defend all claims and litigation matters vigorously, given the inherently unpredictable nature of claims and litigation, we cannot predict with certainty the outcome or effect of any claim or litigation matter, and there can be no assurance as to the ultimate outcome of any such matter.

We maintain insurance against some, but not all, of these risks of loss resulting from claims and litigation. We may elect not to obtain insurance if we believe the cost of available insurance is excessive relative to the risks presented. The levels of insurance we maintain may not be adequate to fully cover any and all losses or liabilities. If any significant accident, judgment, claim or other event is not fully insured or indemnified against, it could have a material adverse impact on our business, financial condition and results of operations.

On September 20, 2010, Associated Materials, LLC and its subsidiary, Gentek Building Products, Inc., were named as defendants in an action filed in the United States District Court for the Northern District of Ohio, captioned Eliason v. Gentek Building Prods., Inc. The initial complaint was filed by three individual plaintiffs on behalf of themselves and a putative nationwide class of owners of steel and aluminum siding products manufactured by Associated Materials and Gentek or their predecessors. The plaintiffs assert a breach of express and implied warranty, along with related causes of action, claiming that an unspecified defect in the siding causes paint to peel off the metal and that Associated Materials and Gentek have failed adequately to honor their warranty obligations to repair, replace or refinish the defective siding. Plaintiffs seek unspecified actual and punitive damages, restitution of monies paid to the defendants and an injunction against the claimed unlawful practices, together with attorneys’ fees, costs and interest. We have filed a motion to dismiss and plan to vigorously defend this action, on the merits and by opposing class certification.

If we fail to maintain effective internal control over financial reporting at a reasonable assurance level, we may not be able to accurately report our financial results or prevent fraud, which could have a material adverse effect on our operations, investor confidence in our business and the trading prices of our securities.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. As of January 1, 2011, our management concluded that the disclosure controls and procedures over financial reporting were effective.

15

As of January 2, 2010, our management determined that we did not maintain effective controls over the completeness and accuracy of the income tax provision and the related balance sheet accounts. Our income tax accounting in 2009 had significant complexity due to multiple debt transactions during the year including the restructuring of debt at a direct parent company, the impact of repatriation of foreign earnings and the related foreign tax credit calculations and changes in the valuation allowance for deferred tax assets. Specifically, our controls over the processes and procedures related to the calculation and review of the annual tax provision were not adequate to ensure that the income tax provision was prepared in accordance with generally accepted accounting principles. Additionally, these control deficiencies could result in a misstatement of the income tax provision, the related balance sheet accounts and note disclosures that would result in a material misstatement to the annual consolidated financial statements that would not be prevented or detected. Accordingly, management concluded as a result of these control deficiencies that a material weakness in our internal control over financial reporting existed as of January 2, 2010. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We engaged an independent public accounting firm (which was not our auditors, Deloitte & Touche LLP) effective the first quarter of 2010 to perform additional detail reviews of complex transactions, the income tax calculations and disclosures on a quarterly and annual basis and to advise us on matters beyond our in-house expertise. The accounting firm performed the reviews of the income tax calculations and disclosures for each of the three quarters ended October 2, 2010, the predecessor period ended October 12, 2010 and the successor period ended January 1, 2011.

Testing related to the revised internal controls and procedures for the annual tax provision calculations and disclosure reviews was completed during the first quarter of 2011 for the year ended January 1, 2011, and the revised internal controls and procedures for the annual tax provision calculations were determined by us to be operating effectively. As a result, we concluded that as of January 1, 2011 we have remediated the control issues identified during the fourth quarter of 2009 related to the completeness and accuracy of the income tax provision and the related balance sheet accounts.

We cannot assure that additional material weaknesses in our internal control over financial reporting will not be identified in the future. Any failure to maintain or implement required new or improved controls, or any difficulties we encounter in their implementation, could result in additional material weaknesses and cause us to fail to timely meet our periodic reporting obligations or result in material misstatements in our financial statements. The existence of a material weakness could result in errors in our financial statements that could result in a restatement of financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information.

We are subject to various environmental statutes and regulations, which may result in significant costs.

Our operations are subject to various U.S. and Canadian environmental statutes and regulations, including those relating to: materials used in our products and operations; discharge of pollutants into the air, water and soil; treatment, transport, storage and disposal of solid and hazardous wastes; and remediation of soil and groundwater contamination. Such laws and regulations may also impact the cost and availability of materials used in manufacturing our products. Our facilities are subject to investigations by governmental regulators, which occur from time to time. While our management does not currently expect the costs of compliance with environmental requirements to increase materially, future expenditures may increase as compliance standards and technology change.

Also, we cannot be certain that we have identified all environmental matters giving rise to potential liability. Our past use of hazardous materials, releases of hazardous substances at or from currently or formerly owned or operated properties, newly discovered contamination at any of our current or formerly owned or operated properties or at off-site locations such as waste treatment or disposal facilities, more stringent future environmental requirements (or stricter enforcement of existing requirements) or our inability to enforce indemnification agreements could result in increased expenditures or liabilities, which could have an adverse effect on our business and financial condition. Any final judgment in an environmental proceeding entered against us or our subsidiaries that is greater than $25.0 million (net of amounts covered by insurance policies) and remains unpaid, undischarged and unstayed for a period of more than 60 days after becoming final would be an event of default under the indenture governing the 9.125% notes and the ABL facilities. For further details regarding environmental matters giving rise to potential liability, see Item 1. “Business — Legal Proceedings.”

Legislative or regulatory initiatives related to global warming / climate change concerns may negatively impact our business.

Recently, there has been an increasing focus and continuous debate on global climate change, including increased attention from regulatory agencies and legislative bodies. This increased focus may lead to new initiatives directed at regulating an unspecified array of environmental matters. Legislative, regulatory or other efforts in the United States to combat climate change could result in future increases in taxes and the cost of raw materials, transportation and utilities for us and our suppliers, which would result in higher operating costs for us. However, our management is unable to predict at this time the potential effects, if any, that any future environmental initiatives may have on our business.

16

Additionally, the recent legislative and regulatory responses related to climate change could create financial risk. Many governing bodies have been considering various forms of legislation related to greenhouse gas emissions. Increased public awareness and concern may result in more laws and regulations requiring reductions in or mitigation of the emission of greenhouse gases. Our facilities may be subject to regulation under climate change policies introduced within the next few years. There is a possibility that, when and if enacted, the final form of such legislation could increase our costs of compliance with environmental laws. If we are unable to recover all costs related to complying with climate change regulatory requirements, it could have a material adverse effect on our results of operations.

Declining returns in the investment portfolio of our defined benefit pension plans and changes in actuarial assumptions could increase the volatility in our pension expense and require us to increase cash contributions to the plans.

We sponsor a number of defined benefit pension plans for our employees in the United States and Canada. Pension expense for the defined benefit pension plans sponsored by us is determined based upon a number of actuarial assumptions, including expected long-term rates of return on assets and discount rates. The use of these assumptions makes our pension expense and cash contributions subject to year-to-year volatility. Declines in market conditions, changes in pension law and uncertainties regarding significant assumptions used in the actuarial valuations can have a material impact on future required contributions to our pension plans and could result in additional charges to equity and an increase in future pension expense and cash contributions.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our operations include both owned and leased facilities as described below:

Location	Principal Use	Square Feet
Cuyahoga Falls, Ohio	Corporate Headquarters		70,000
Cuyahoga Falls, Ohio	Vinyl Windows, Vinyl Fencing and Railing		577,000
Bothell, Washington	Vinyl Windows		159,000	(1)
Yuma, Arizona	Vinyl Windows		223,000	(1)(4)
Cedar Rapids, Iowa	Vinyl Windows		259,000	(1)
Kinston, North Carolina	Vinyl Windows		319,000	(1)
London, Ontario	Vinyl Windows		60,000
Burlington, Ontario	Vinyl Siding Products		394,000	(2)
Ennis, Texas	Vinyl Siding Products		538,000	(3)
West Salem, Ohio	Vinyl Window Extrusions, Vinyl Fencing and Railing		173,000
Pointe Claire, Quebec	Metal Products		289,000
Woodbridge, New Jersey	Metal Products		318,000	(1)
Ashtabula, Ohio	Distribution Center		297,000	(1)

(1)	Leased facilities.
(2)	We lease a portion of our warehouse space in this facility.
(3)	Includes a 237,000 square foot warehouse that was built during 2005 and is leased. We own the remainder of the facility.
(4)	The land for this facility is owned by us, but we lease the use of the building.

Management believes that our facilities are generally in good operating condition and are adequate to meet anticipated requirements in the near future.

We also operate 119 supply centers in major metropolitan areas throughout the United States and Canada. Except for one owned location in Akron, Ohio, we lease our supply centers for terms generally ranging from five to seven years with renewal options. The supply centers range in size from 6,000 square feet to 50,000 square feet depending on sales volume and the breadth and type of products offered at each location.

17

The leases for our window plants expire in July 2011 for the Bothell location, in 2015 for the Yuma location, in 2020 for the Cedar Rapids location and in 2015 for the Kinston location. The leases at the Bothell and Yuma locations and for the warehouse at the Ennis location are renewable at our option for two additional five-year periods.

The lease for the warehouse at our Ennis location expires in 2020. In 2009, we transitioned the majority of the distribution of our U.S. vinyl siding products to a center located in Ashtabula, Ohio and committed to a plan to discontinue use of our warehouse facility adjacent to our Ennis, Texas vinyl manufacturing facility. The lease for the warehouse at our Ashtabula location expires in 2013, with a portion of the warehouse space expiring in September 2011. The leases for our Burlington warehouse space and our Woodbridge location both expire in 2014.

ITEM 3. LEGAL PROCEEDINGS

We are involved from time to time in litigation arising in the ordinary course of our business, none of which, after giving effect to our existing insurance coverage, is expected to have a material adverse effect on our financial position, results of operations or liquidity. From time to time, we are also involved in proceedings and potential proceedings relating to environmental and product liability matters.

Environmental Claims

The Woodbridge, New Jersey facility is currently the subject of an investigation and/or remediation before the New Jersey Department of Environmental Protection (“NJDEP”) under ISRA Case No. E20030110 for Gentek Building Products, Inc. (“Gentek U.S.”). The facility is currently leased by Gentek U.S. Previous operations at the facility resulted in soil and groundwater contamination in certain areas of the property. In 1999, the property owner and Gentek U.S. signed a remediation agreement with NJDEP, pursuant to which the property owner and Gentek U.S. agreed to continue an investigation/remediation that had been commenced pursuant to a Memorandum of Agreement with NJDEP. Under the remediation agreement, NJDEP required posting of a remediation funding source of approximately $100,000 that was provided by Gentek U.S. under a self-guarantee. Although investigations at this facility are ongoing and it appears probable that a liability will be incurred, we cannot currently estimate the amount of liability that may be associated with this facility as the delineation process has not been completed. We believe that this matter will not have a material adverse effect on our financial position, results of operations or liquidity.

Product Liability Claims

On September 20, 2010, Associated Materials, LLC and its subsidiary, Gentek Buildings Products, Inc., were named as defendants in an action filed in the United States District Court for the Northern District of Ohio, captioned Donald Eliason, et al. v. Gentek Building Products, Inc., et al. The initial complaint was filed by three individual plaintiffs on behalf of themselves and a putative nationwide class of owners of steel and aluminum siding products manufactured by Associated Materials and Gentek or their predecessors. The plaintiffs assert a breach of express and implied warranty, along with related causes of action, claiming that an unspecified defect in the siding causes paint to peel off the metal and that Associated Materials and Gentek have failed to adequately honor their warranty obligations to repair, replace or refinish the defective siding. Plaintiffs seek unspecified actual and punitive damages, restitution of monies paid to the defendants and an injunction against the claimed unlawful practices, together with attorneys’ fees, costs and interest. We have filed a motion to dismiss and plan to vigorously defend this action, on the merits and by opposing class certification. We cannot currently estimate the amount of liability that may be associated with this matter.

Other environmental claims and product liability claims are administered in the ordinary course of business and we maintain pollution and remediation and product liability insurance covering certain types of claims. Although it is difficult to estimate our potential exposure to these matters, we believe that the resolution of these matters will not have a material adverse effect on our financial position, results of operations or liquidity.

18

ITEM 4. (REMOVED AND RESERVED)

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

There is no established public trading market for our membership interests.

HOLDERS

As of March 30, 2011, AMH Intermediate Holdings Corp. is the sole record holder of our membership interest.

DIVIDENDS

Our ABL facilities and the indenture governing the 9.125% notes restrict dividend payments by us. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Description of Our Outstanding Indebtedness” for further details of our ABL facilities and 9.125% notes.

We presently do not plan to pay future cash dividends.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We have no outstanding equity compensation plans under which our securities are authorized for issuance. Equity compensation plans are maintained by AMH Investment Holdings Corp., our indirect parent company.

RECENT SALES OF UNREGISTERED SECURITIES

None.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

19

ITEM 6. SELECTED FINANCIAL DATA

The selected financial data set forth below for the five-year period ended January 1, 2011 was derived from our audited consolidated financial statements. Our results of operations prior to the date of the Merger are presented as the results of the Predecessor, which includes the results of our then existing direct and indirect parent companies, Associated Materials Holdings, LLC, AMH Holdings, LLC and AMH Holdings II, Inc. The results of operations, including the Merger and results thereafter, are presented as the results of the Successor. The data should be read in conjunction with Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8. “Financial Statements and Supplementary Data” included elsewhere in this report.

	Successor			Predecessor
	October 13,			January 3,
	2010 to			2010 to			Years Ended
	January 1,			October 12,			January 2,			January 3,			December 29,			December 30,
	2011			2010			2010			2009			2007			2006
				(in thousands)
Income Statement Data:
Net sales	$	269,249		$	897,938		$	1,046,107		$	1,133,956		$	1,204,056		$	1,250,054
Cost of sales		222,737			658,509			765,691			859,107			899,839			947,776
Gross profit		46,512			239,429			280,416			274,849			304,217			302,278
Selling, general and administrative expenses		53,543			159,448			204,610			212,025			208,001			203,844
Merger costs		7,411			102,661			—			—			—			—
Manufacturing restructuring costs		—			—			5,255			1,783			—			—
Impairment of long-lived assets		—			—			—			—			—			3,423
Facility closure costs, net		—			—			—			—			—			(92	)
(Loss) income from operations		(14,442	)		(22,680	)		70,551			61,041			96,216			95,103
Interest expense, net		16,120			58,759			77,352			82,567			81,087			80,947
Net loss (gain) on debt extinguishments		25,129			(15,201	)		(29,665	)		—			—			—
Foreign currency loss (gain)		771			(184	)		(184	)		1,809			(227	)		(703	)
(Loss) income before income taxes		(56,462	)		(66,054	)		23,048			(23,335	)		15,356			14,859
Income taxes		8,553			5,220			2,390			53,062			7,051			13,989
Net income (loss)	$	(65,015	)	$	(71,274	)	$	20,658		$	(76,397	)	$	8,305		$	870

	Successor		Predecessor
	January 1,		January 2,			January 3,			December 29,			December 30,
	2011		2010			2009			2007			2006
			(in thousands)
Balance Sheet Data (end of period):
Cash and cash equivalents	$	13,789	$	55,905		$	6,709		$	21,603		$	15,015
Working capital		98,694		139,334			172,857			163,444			152,752
Total assets		1,755,904		762,129			752,466			802,461			796,198
Total debt		788,000		675,360			745,762			702,285			703,625
Member’s equity / Shareholders’ (deficit)		498,477		(325,205	)		(356,866	)		(254,477	)		(273,156	)

20

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

We are a leading, vertically integrated manufacturer and distributor of exterior residential building products in the United States and Canada. Our core products are vinyl windows, vinyl siding, aluminum trim coil and aluminum and steel siding and accessories. In addition, we distribute third-party manufactured products primarily through our supply centers. Vinyl windows, vinyl siding, metal products and third-party manufactured products comprised approximately 37%, 19%, 16% and 22%, respectively, of our net sales for the year ended January 1, 2011. These products are generally marketed under our brand names, such as Alside^®, Revere^® and Gentek^®, and are ultimately sold on a wholesale basis to approximately 50,000 professional exterior contractors (who we refer to as our contractor customers) engaged in home remodeling and new home construction, primarily through our extensive dual-distribution network, consisting of 119 company-operated supply centers, through which we sell directly to our contractor customers, and our direct sales channel, through which we sell to approximately 250 independent distributors and dealers, who then sell to their customers. We estimate that, for the year ended January 1, 2011, approximately 70% of our net sales were generated in the residential repair and remodeling market and approximately 30% of our net sales were generated in the residential new construction market. Our supply centers provide “one-stop” shopping to our contractor customers by carrying the products, accessories and tools necessary to complete their projects. In addition, our supply centers augment the customer experience by offering product support and enhanced customer service from the point of sale to installation and warranty service.

Because our exterior residential building products are consumer durable goods, our sales are impacted by, among other things, the availability of consumer credit, consumer interest rates, employment trends, changes in levels of consumer confidence and national and regional trends in the housing market. Our sales are also affected by changes in consumer preferences with respect to types of building products. Overall, we believe the long-term fundamentals for the building products industry remain strong, as homes continue to get older, household formation is expected to be strong, demand for energy efficiency products continues and vinyl remains an optimal material for exterior window and siding solutions, all of which we believe bodes well for the demand for our products in the future. In the short term, however, the building products industry could be negatively impacted by a weak housing market. Since 2006, sales of existing single-family homes have decreased from peak levels previously experienced, the inventory of homes available for sale has increased, and in many areas, home values have declined significantly. In addition, the pace of new home construction has slowed dramatically, as evidenced by declines in 2006 through 2010 in single-family housing starts and announcements from home builders of significant decreases in their orders. Increased delinquencies on sub-prime and other mortgages, increased foreclosure rates and tightening consumer credit markets over the same time period have further hampered the housing market. Our sales volumes are dependent on the strength in the housing market, including both residential remodeling and new residential construction activity. Reduced levels of existing homes sales and housing price depreciation have had a significant negative impact on our remodeling sales over the past few years. In addition, a reduced number of new housing starts has had a negative impact on our new construction sales. As a result of the prolonged housing market downturn, competition in the building products market may intensify, which could result in lower sales volumes and reduced selling prices for our products and lower gross margins. In the event that our expectations regarding the outlook for the housing market result in a reduction in forecasted sales and operating income, and related growth rates, we may be required to record an impairment of certain of our assets, including goodwill and intangible assets. Moreover, a prolonged downturn in the housing market and the general economy may have other consequences to our business, including accounts receivable write-offs due to financial distress of customers and lower of cost or market reserves related to our inventories.

The principal raw materials used by us are vinyl resin, aluminum, steel, resin stabilizers and pigments, glass, window hardware and packaging materials, all of which have historically been subject to price changes. Raw material pricing on certain of our key commodities has fluctuated significantly over the past several years. In response, we have announced price increases over the past several years on certain of our product offerings to offset inflation in raw material pricing and continually monitor market conditions for price changes as warranted. Our ability to maintain gross margin levels on our products during periods of rising raw material costs depends on our ability to obtain selling price increases. Furthermore, the results of operations for individual quarters can and have been negatively impacted by a delay between the timing of raw material cost increases and price increases on our products. There can be no assurance that we will be able to maintain the selling price increases already implemented or achieve any future price increases.

We operate with significant operating and financial leverage. Significant portions of our manufacturing, selling, general and administrative expenses are fixed costs that neither increase nor decrease proportionately with sales. In addition, a significant portion of our interest expense is fixed. There can be no assurance that we will be able to reduce our fixed costs in response to a decline in our net sales. As a result, a decline in our net sales could result in a higher percentage decline in our income from operations. Also, our gross margins and gross margin percentages may not be comparable to other companies, as some companies include all of the costs of their distribution network in cost of sales, whereas we include the operating costs of our supply centers in selling, general and administrative expenses.

Because most of our building products are intended for exterior use, sales tend to be lower during periods of inclement weather. Weather conditions in the first quarter of each calendar year usually result in that quarter producing significantly less net sales and net cash flows from operations than in any other period of the year. Consequently, we have historically had small profits or losses in the first quarter and reduced profits from operations in the fourth quarter of each calendar year. To meet seasonal cash flow needs during the periods of reduced sales and net cash flows from operations, we have typically utilized our revolving credit facilities and repay such borrowings in periods of higher cash flow. We typically generate the majority of our cash flow in the third and fourth quarters.

21

We seek to distinguish ourselves from other suppliers of residential building products and to sustain our profitability through a business strategy focused on increasing sales at existing supply centers, selectively expanding our supply center network, increasing sales through independent specialty distributor customers, developing innovative new products, expanding sales of third-party manufactured products through our supply center network and driving operational excellence by reducing costs and increasing customer service levels. We continually analyze new and existing markets for the selection of new supply center locations.

We are a wholly owned subsidiary of AMH Intermediate Holdings Corp. (“Holdings”). Holdings is a wholly owned subsidiary of AMH Investment Holdings Corp. (“Parent”), which is controlled by investment funds affiliated with Hellman & Friedman LLC (“H&F”). Holdings and Parent do not have material assets or operations other than a direct or indirect ownership of the membership interest of Associated Materials, LLC.

We operate on a 52/53 week fiscal year that ends on the Saturday closest to December 31st. Our 2010, 2009, and 2008 fiscal years ended on January 1, 2011, January 2, 2010, and January 3, 2009, respectively. The fiscal year ended January 3, 2009 included 53 weeks of operations, with the additional week recorded in the fourth quarter of fiscal 2008. The additional week did not have a significant impact on the results of operations due to its timing and the seasonality of the business. The fiscal years ended January 1, 2011 and January 2, 2010 included 52 weeks of operations.

The Merger

On October 13, 2010, AMH Holdings II, Inc. (“AMH II”), our then indirect parent company, completed its merger (the “Acquisition Merger”) with Carey Acquisition Corp. (“Merger Sub”), pursuant to the terms of the Agreement and Plan of Merger, dated as of September 8, 2010 (the “Merger Agreement”), among Parent, Holdings, Merger Sub, a wholly-owned direct subsidiary of Holdings, and AMH II, with AMH II surviving such merger as a wholly-owned direct subsidiary of Holdings. After a series of additional mergers (together with the “Acquisition Merger,” the “Merger”), AMH II merged with and into Associated Materials, LLC, with Associated Materials, LLC surviving such merger as a wholly-owned direct subsidiary of Holdings. As a result of the Merger, Associated Materials, LLC is now an indirect wholly-owned subsidiary of Parent. Approximately 98% of the capital stock of Parent is owned by investment funds affiliated with H&F.

Upon consummation of the Merger, the holders of AMH II equity (including “in-the-money” stock options and warrants outstanding immediately prior to the consummation of the Acquisition Merger), received consideration consisting of approximately $600 million in cash, less (1) $16.2 million paid to affiliates of Harvest Partners and Investcorp in accordance with the management services agreement with Harvest Partners and (2) $26.2 million of transaction bonuses paid to senior management and certain other employees in connection with the Merger. Immediately prior to the consummation of the Merger, all outstanding shares of AMH II preferred stock were converted into shares of AMH II common stock.

In connection with the consummation of the Merger, we repaid and terminated the prior ABL Facility and repaid the 20% Senior Notes due 2014 (the “20% notes”). In addition, we called and discharged our obligations under the indentures governing the 9.875% Senior Secured Second Lien Notes due 2016 (the “9.875% notes”) and the 11 1/4% Senior Discount Notes due 2014 (the “11.25% notes”).

The Merger and the repayment of the 9.875% notes, the 11.25% notes and the 20% notes and related expenses were financed with (1) $553.5 million in cash contributed by Parent (which included $8.5 million invested by management), (2) the issuance of $730.0 million of 9.125% Senior Secured Notes due 2017 (the “9.125% notes”), (3) $73.0 million in cash drawn under our new $225.0 million asset-based lending facility (the “ABL facilities”) and (4) $45.9 million of cash from our balance sheet.

22

RESULTS OF OPERATIONS

Our results of operations, along with the results of our then existing direct and indirect parent companies, Associated Materials Holdings, LLC, AMH and AMH II, prior to the date of the Merger are presented as the results of the predecessor (the “Predecessor”). The results of operations, including the Merger and results thereafter, are presented as the results of the successor (the “Successor”).

The following table sets forth for the periods indicated our results of operations:

	January 3, 2010			October 13, 2010			Years Ended
	to			to			January 1,						January 2,						January 3,
	October 12, 2010			January 1, 2011			2011						2010						2009
	Predecessor			Successor			Combined						Predecessor						Predecessor
							(dollars in thousands)
										% of						% of						% of
										Net						Net						Net
	Amount			Amount			Amount			Sales			Amount			Sales			Amount			Sales
Net sales (1)	$	897,938		$	269,249		$	1,167,187			100.0	%	$	1,046,107			100.0	%	$	1,133,956			100.0	%
Gross profit		239,429			46,512			285,941			24.5			280,416			26.8			274,849			24.2
Selling, general and administrative expense		159,448			53,543			212,991			18.3			204,610			19.6			212,025			18.7
Merger costs		102,661			7,411			110,072			9.4			—			0.0			—			0.0
Manufacturing restructuring costs		—			—			—			—			5,255			0.5			1,783			0.2
(Loss) income from operations		(22,680	)		(14,442	)		(37,122	)		(3.2	)		70,551			6.7			61,041			5.4
Interest expense, net		58,759			16,120			74,879						77,352						82,567
(Gain) loss on debt extinguishment		(15,201	)		25,129			9,928						(29,665	)					—
Foreign currency (gain) loss		(184	)		771			587						(184	)					1,809
(Loss) income before income taxes		(66,054	)		(56,462	)		(122,516	)					23,048						(23,335	)
Income taxes		5,220			8,553			13,773						2,390						53,062
Net income (loss)	$	(71,274	)	$	(65,015	)	$	(136,289	)				$	20,658					$	(76,397	)
Other Data:
EBITDA (2)	$	10,287		$	(29,844	)	$	(19,557	)				$	122,569					$	81,930
Adjusted EBITDA (2)		103,259			30,583			133,842						116,830						89,813
Depreciation and amortization		17,582			10,498			28,080						22,169						22,698
Capital expenditures		(10,302	)		(5,160	)		(15,462	)					(8,733	)					(11,498	)

(1) The following table sets forth for the periods presented a summary of net sales by principal product offering:

	January 3, 2010		October 13, 2010		Years Ended
	to		to		January 1,		January 2,		January 3,
	October 12, 2010		January 1, 2011		2011		2010		2009
	Predecessor		Successor		Combined		Predecessor		Predecessor
	(in thousands)
Vinyl windows	$	316,102	$	118,778	$	434,880	$	389,293	$	380,260
Vinyl siding products		181,904		41,504		223,408		210,212		254,563
Metal products		147,321		35,226		182,547		167,749		213,163
Third-party manufactured products		196,587		55,511		252,098		210,806		210,633
Other products and services		56,024		18,230		74,254		68,047		75,337
	$	897,938	$	269,249	$	1,167,187	$	1,046,107	$	1,133,956

(2) EBITDA is calculated as net income plus interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to reflect certain adjustments that are used in calculating covenant compliance under our revolving credit agreement and the indenture governing the 9.125% notes. We consider EBITDA and Adjusted EBITDA to be important indicators of our operational strength and performance of our business. We have included Adjusted EBITDA because it is a key financial measure used by our management to (i) assess our ability to service our debt or incur debt and meet our capital expenditure requirements; (ii) internally measure our operating performance; and (iii) determine our incentive compensation programs. In addition, our ABL facilities and the indenture governing the 9.125% notes have certain covenants that apply ratios utilizing this measure of Adjusted EBITDA. EBITDA and Adjusted EBITDA have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Adjusted EBITDA as presented by us may not be comparable to similarly titled measures reported by other companies. EBITDA and Adjusted EBITDA are not measures determined in accordance with GAAP and should not be considered as an alternative to, or more meaningful than, net income (as determined in accordance with GAAP) as a measure of our operating results or net cash provided by operating activities (as determined in accordance with GAAP) as a measure of our liquidity.

23

Prior year Adjusted EBITDA amounts are presented to conform to the current year’s presentation of the computation of Adjusted EBITDA, which is in conformity with the Adjusted EBITDA as defined in our revolving credit agreement and the indenture governing the 9.125% notes.

The reconciliation of our net income (loss) to EBITDA and Adjusted EBITDA is as follows:

	January 3, 2010			October 13, 2010
	to			to			Years Ended
	October 12,			January 1,			January 1,			January 2,			January 3,
	2010			2011			2011			2010			2009
	Predecessor			Successor			Combined			Predecessor			Predecessor
	(in thousands)
Net income (loss)	$	(71,274	)	$	(65,015	)	$	(136,289	)	$	20,658		$	(76,397	)
Interest expense, net		58,759			16,120			74,879			77,352			82,567
Income taxes		5,220			8,553			13,773			2,390			53,062
Depreciation and amortization		17,582			10,498			28,080			22,169			22,698
EBITDA		10,287			(29,844	)		(19,557	)		122,569			81,930
Merger costs (a)		103,467			7,411			110,878			—			—
Net (gain) loss on debt extinguishments (b)		(15,201	)		25,129			9,928			(29,665	)		—
Purchase accounting related adjustments (c)		—			21,427			21,427			—			—
Management fees (d)		681			—			681			1,400			1,372
Restructuring costs (e)		88			—			88			5,762			2,642
Impairment and write-offs (f)		43			1,230			1,273			1,130			2,060
Employee termination costs (g)		—			1,397			1,397			1,182			—
Bank fees (h)		56			—			56			142			—
Other normalizing and unusual items (i)		3,419			3,062			6,481			6,505			—
Foreign currency (gain) loss (j)		(184	)		771			587			(184	)		1,809
Pro forma cost savings (k)		603			—			603			7,989			—
Adjusted EBITDA	$	103,259		$	30,583		$	133,842		$	116,830		$	89,813

(a) Represents the following:

	January 3, 2010		October 13, 2010
	to		to		Years Ended
	October 12,		January 1,		January 1,		January 2,		January 3,
	2010		2011		2011		2010		2009
	Predecessor		Successor		Combined		Predecessor		Predecessor
	(in thousands)
Transaction costs (i)	$	38,416	$	7,411	$	45,827	$	—	$	—
Transaction bonuses (ii)		26,231		—		26,231		—		—
Stock option compensation (iii)		38,014		—		38,014		—		—
Stock warrants expense (iv)		806		—		806		—		—
Total	$	103,467	$	7,411	$	110,878	$	—	$	—

(i)	Predecessor expenses include investment banking, legal and other expenses, including $16.2 million of expense accrued and payable to affiliates of Investcorp and Harvest Partners in connection with the amended and restated management agreement between Harvest Partners and our company. Successor expenses primarily include fees paid on behalf of Merger Sub related to due diligence activities.
(ii)	Represents transaction bonuses paid to senior management and certain employees in connection with the Merger.
(iii)	Represents stock option compensation expense recognized as a result of the modification of certain stock option awards in connection with the Merger and the fair value of an in-the-money stock option award granted immediately prior to the Merger.
(iv)	Represents expense for stock warrants, which were redeemed for cash in connection with the Merger. The expense associated with the stock warrants has been recognized in our statement of operations as a reduction in net sales in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”).

24

(b)	Expenses recorded by the Predecessor for the period ended October 12, 2010 include the write-off of deferred financing fees associated with the prior ABL Facility and the write-off of an accrual for all future interest payments on the 20% notes, which was recorded during the year ended January 2, 2010, in accordance with FASB ASC 470-60, Troubled Debt Restructurings by Debtors (“ASC 470-60”). Expenses recorded by the Successor include the loss on the extinguishment of the 9.875% notes and the 11.25% notes totaling $13.6 million and fees of $11.5 million related to an interim financing facility, which was negotiated, but ultimately not utilized, in conjunction with the financing for the Merger.
	Net gain on debt extinguishment recognized during the year ended January 2, 2010 represents a $29.6 million gain on troubled debt restructuring of the 13.625% notes and an $8.9 million gain on debt extinguishment in connection with AMH II’s purchase of $15.0 million par value of the 11.25% notes directly from the AMH noteholders with funds loaned from us for approximately $5.9 million, partially offset by debt extinguishment costs of $8.8 million incurred with the redemption of the 9.75% notes and the 15% notes and the issuance of the 9.875% notes.
(c)	Represents the elimination of the impact of adjustments related to purchase accounting recorded as a result of the Merger, which include the following: $23.1 million of amortization for the step-up in basis of inventory, partially offset by $0.8 million of other purchase accounting related adjustments to inventory included in cost of sales, $0.6 million of reduced pension expense as a result of purchase accounting adjustments and amortization related to net liabilities recorded in purchase accounting for the fair value of certain of our leased facilities and warranty liabilities of $0.1 million and $0.2 million, respectively.
(d)	Represents (i) amortization of a prepaid management fee paid to Investcorp International Inc. in connection with a December 2004 recapitalization transaction of $0.5 million for each of the fiscal years ended January 2, 2010 and January 3, 2009 and (ii) annual management fees paid to Harvest Partners.
(e)	Represents the following (in thousands):

	January 3, 2010		October 13, 2010
	to		to		Years Ended
	October 12,		January 1,		January 1,		January 2,		January 3,
	2010		2011		2011		2010		2009
	Predecessor		Successor		Combined		Predecessor		Predecessor
Manufacturing restructuring charges (i)	$	—	$	—	$	—	$	5,255	$	2,642
Tax restructuring charges (ii)		88		—		88		507		—
Total	$	88	$	—	$	88	$	5,762	$	2,642

(i)

During 2008, we relocated a portion of our vinyl siding production from Ennis, Texas to West Salem, Ohio and Burlington, Ontario. In connection with this change, during 2009, we discontinued the use of the warehouse facility adjacent to the Ennis manufacturing plant. Expenses during 2009 represent lease costs associated with our discontinued use of the warehouse facility adjacent to the Ennis manufacturing plant. Expense in 2008 represents asset impairment costs, inventory markdown costs ($0.9 million included in cost of sales) and manufacturing equipment relocation costs totaling $2.6 million in connection with relocating a portion of our vinyl siding production.

(ii)

Represents legal and accounting fees in connection with tax restructuring projects.

(f) Represents impairments and write-offs of assets other than by sale principally including (i) $1.2 million and $0.6 million incurred during the successor period ended January 1, 2011 and the year ended January 2, 2010, respectively, related to issues with a new product line, and the ultimate discontinuation of the product line by the Successor, (ii) $0.4 million expensed during the year ended January 2, 2010 for software write-offs due to changes in our information technology and business strategies during 2009, and (iii) $2.1 million for the year ended January 3, 2009 principally related to loss upon disposal of assets other than by sale as a result of executing enhanced controls surrounding the physical verification of assets.

(g) Represents separation costs, including payroll taxes and certain benefits, as follows: (i) $1.4 million in the successor period ended January 1, 2011 related to the termination of Mr. Franco, our former President of AMI Distribution, and (ii) $1.2 million for the year ended January 2, 2010 related to a workforce reduction in connection with our overall cost reduction initiatives.

(h) Represents bank audit fees incurred under our prior ABL Facility and new ABL facilities.

25

(i) Represents the following:

	January 3, 2010		October 13, 2010
	to		to		Years Ended
	October 12,		January 1,		January 1,		January 2,		January 3,
	2010		2011		2011		2010		2009
	Predecessor		Successor		Combined		Predecessor		Predecessor
	(in thousands)
Professional fees (i)	$	2,734	$	2,973	$	5,707	$	1,285	$	—
Accretion on lease liability (ii)		296		89		385		76		—
Excess severance costs (iii)		389		—		389		910		—
Unusual bad debt expense (iv)		—		—		—		4,234		—
Total	$	3,419	$	3,062	$	6,481	$	6,505	$	—

(i)	Represents management’s estimate of unusual or non-recurring consulting fees primarily associated with cost savings initiatives.
(ii)	Represents accretion on the liability recorded at present value for future lease costs in connection with our warehouse facility adjacent to the Ennis manufacturing, which we discontinued using during 2009.
(iii)	Represents management’s estimates for excess severance expense due primarily to unusual changes within senior management.
(iv)	Represents management’s estimate of unusual bad debt expense based on historical averages from 2004 through 2008.

(j)	Represents currency transaction/translation (gains)/losses, including on currency exchange hedging agreements.
(k)	Represents the following:

	January 3, 2010		October 13, 2010
	to		to		Years Ended
	October 12,		January 1,		January 1,		January 2,		January 3,
	2010		2011		2011		2010		2009
	Predecessor		Successor		Combined		Predecessor		Predecessor
	(in thousands)
Savings from headcount reductions (i)	$	—	$	—	$	—	$	2,975	$	—
Insourcing glass production savings (ii)		462		—		462		3,735		—
Procurement savings (iii)		141		—		141		1,279		—
Total	$	603	$	—	$	603	$	7,989	$	—

(i)	Represents savings from headcount reductions as a result of general economic conditions.
(ii)	Represents management’s estimates of cost savings that could have resulted from producing glass in-house at our Cuyahoga Falls, Ohio window facility had such production started on January 4, 2009.
(iii)	Represents management’s estimate of cost savings that could have resulted from entering into our leveraged procurement program with an outside consulting firm had such program been entered into on January 4, 2009.

Notes Regarding Combined Results of Operations and Selected Financial and Operating Information due to the Acquisition

Under generally accepted accounting principles (“GAAP”), the consolidated financial statements for our fiscal year ended January 1, 2011 are presented in two distinct periods, as Predecessor and Successor entities, and are not comparable in all material respects. However, in order to facilitate a discussion of our results of operations, liquidity and capital resources compared to a similar period within this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), we prepared and are presenting financial information for the year ended January 1, 2011, which includes the Predecessor results from January 3, 2010 through October 12, 2010 and the Successor results from October 13, 2010 through January 1, 2011, on a combined basis. Wherever practicable, the discussion below compares the combined consolidated financial statements for the fiscal year ended January 1, 2011 to the consolidated financial statements for the fiscal years ended January 2, 2010 and January 3, 2009. We believe this comparison provides a more meaningful analysis for purposes of this MD&A.

In addition, our Predecessor and Successor operating results and cash flows for the period from January 3, 2010 through October 12, 2010 and for the period from October 13, 2010 through January 1, 2011 are presented herein on a combined basis.

26

The combined operating results and cash flows, which are non-GAAP financial measures, do not include any pro forma assumptions or adjustments and should not be used in isolation or substitution of the Predecessor and Successor operating results or cash flows.

YEAR ENDED JANUARY 1, 2011 COMPARED TO YEAR ENDED JANUARY 2, 2010

Net sales increased 11.6% to $1,167.2 million for the year ended January 1, 2011 compared to $1,046.1 million for the same period in 2009 primarily due to increased unit volumes across all manufactured product categories, principally in vinyl siding and vinyl windows, and the impact of the stronger Canadian dollar during 2010 and an increase in third-party manufactured products. Compared to the 2009 fiscal year, vinyl siding unit volumes increased by 2%, while vinyl window unit volumes increased by 11%.

Gross profit for the year ended January 1, 2011 was $285.9 million, or 24.5% of net sales, compared to gross profit of $280.4 million, or 26.8% of net sales, for the 2009 fiscal year. Gross profit for the year ended January 1, 2011 reflects a reduction of $23.1 million for the amortization of the step-up in basis of inventory related to purchase accounting, partially offset by $1.2 million of other purchase accounting related adjustments and $1.2 million for the impairment related to issues with and the ultimate discontinuation of a new product line. Gross profit for the year ended January 2, 2010 reflects a reduction of $0.6 million related to issues with this new product line. Excluding these items, gross profit as a percentage of sales for the year ended January 1, 2011 is approximately 40 basis points lower than the same period in 2009. The decrease in gross profit as a percentage of net sales was primarily a result of the negative impact of higher raw material costs.

Selling, general and administrative expenses increased to $213.0 million, or 18.3% of net sales, for the fiscal year ended January 1, 2011 compared to $204.6 million, or 19.6% of net sales, for the 2009 fiscal year. Selling, general and administrative expenses for the year ended January 1, 2011 include professional fees associated with cost savings initiatives of $5.7 million, employee termination costs and excess severance of $1.8 million, management fees expense of $0.7 million, partially offset by reduced expense related to purchase accounting adjustments of $0.4 million, while selling, general and administrative expenses for the 2009 fiscal year include excess bad debt expense resulting from the 2009 economic conditions of $4.2 million, employee termination costs and excess severance of $2.1 million, management fees expense of $1.4 million, professional fees associated with cost savings initiatives of $1.3 million, tax restructuring costs of $0.5 million and software impairment costs of $0.4 million. Excluding these items, selling, general and administrative expenses for the year ended January 1, 2011 increased $10.6 million compared to the 2009 fiscal year. The increase in selling, general and administrative expenses was primarily due to increased depreciation of fixed assets and amortization of intangible assets of approximately $5.0 million as a result of the revaluation of certain assets as part of the application of the purchase accounting fair value adjustments in 2010, the translation impact on Canadian expenses as a result of the stronger Canadian dollar throughout 2010 of approximately $3.3 million and increased salaries and incentive compensation programs of approximately $1.5 million.

Merger costs for the year ended January 1, 2011 included a total of $45.8 million of transaction costs related to investment banking fees and expenses, legal fees and expenses, sponsor fees payable to Harvest Partners and Investcorp International Inc., and fees paid related to due diligence activities incurred on behalf of Merger Sub. In addition, we recorded $26.2 million of expense related to transaction bonuses payable to certain members of management in connection with the completion of the Merger and $38.0 million of stock option compensation expense related to the modification of certain Predecessor stock options in connection with the Merger and the fair value of an in-the-money stock option award granted immediately prior to the Merger. There were no merger costs in the year ended January 2, 2010.

Loss from operations was $37.1 million for the year ended January 1, 2011 compared to income from operations of $70.6 million for the 2009 fiscal year primarily due to Merger costs of $110.1 million during the year ended January 1, 2011.

Interest expense of $74.9 million for the year ended January 1, 2011 primarily consisted of (i) interest expense on the 11.25% notes, the 9.875% notes and the prior ABL Facility for the period January 3, 2010 through October 12, 2010, the 9.125% notes and the ABL facilities for the period October 13, 2010 through January 1, 2011 and (ii) amortization of deferred financing costs. The 9.875% notes and the 11.25% notes were redeemed and the indentures related thereto were discharged in October 2010 in connection with the Merger. Interest expense of $77.4 million for the year ended January 2, 2010 primarily consisted of accretion of the 13.625% notes, accretion of and interest expense on the 11.25% notes and interest expense on the 9.75% notes through October 2009, interest expense on 9.875% notes for the period November 2009 through December 2009, interest expense on the prior ABL Facility and amortization of deferred financing costs. The 9.75% notes were redeemed and the indenture related thereto was discharged in November 2009 in conjunction with the issuance of the 9.875% notes.

27

The net loss on debt extinguishments of approximately $9.9 million for the year ended January 1, 2011 represents a $25.1 million loss on debt extinguishment recorded by the Successor, which is comprised of $13.6 million related to the redemption of the previously outstanding 9.875% notes and 11.25% notes and $11.5 million of expense related to an interim financing facility, which was negotiated but ultimately not utilized, related to financing for the Merger. This loss on debt extinguishment was partially offset by a $15.2 million gain on debt extinguishment recorded by the Predecessor in connection with the Merger, which was related to the write-off of the troubled debt accrued interest associated with the redemption of the previously outstanding 13.625% notes and the write-off of the financing fees related to the prior ABL Facility. The net gain on debt extinguishment of approximately $29.7 million for the year ended January 2, 2010 represents a $29.6 million gain on troubled debt restructuring of the 13.625% notes and an $8.9 million gain on debt extinguishment in connection with the purchase of $15.0 million par value of the 11.25% notes directly from noteholders for approximately $5.9 million, partially offset by debt extinguishment costs of $8.8 million incurred with the redemption of the 9.75% notes and the 15% notes and the issuance of the 9.875% notes.

The income tax provision for the year ended January 1, 2011 reflects an effective income tax rate of (11.2)% compared to an effective income tax rate of 10.4% for the 2009 fiscal year. The change in the effective income tax rate in 2010 is primarily due to the impact of the changes between years in the valuation allowance. This valuation allowance was recorded based upon a review of historical earnings, trends, forecasted earnings and current economic conditions.

Net loss for the year ended January 1, 2011 was $136.3 million compared to net income of $20.7 million for the same period in 2009.

EBITDA was a loss of $19.6 million for the year ended January 1, 2011 compared to EBITDA of $122.6 million for the year ended January 2, 2010. For the year ended January 1, 2011, Adjusted EBITDA was $133.8 million compared to $116.8 million for the 2009 fiscal year. Additional details of the EBITDA adjustments are provided with the reconciliation of our net income to EBITDA and Adjusted EBITDA in table shown above.

YEAR ENDED JANUARY 2, 2010 COMPARED TO YEAR ENDED JANUARY 3, 2009

Net sales decreased 7.7% to $1,046.1 million for the year ended January 2, 2010 compared to $1,134.0 million for the same period in 2008 primarily due to decreased unit volumes across all product categories, principally in vinyl siding, vinyl windows and metal products, and the impact of the weaker Canadian dollar during the first three quarters of 2009. Compared to the 2008 fiscal year, vinyl siding unit volumes decreased by 17%, while vinyl window unit volumes decreased by 1%.

Gross profit for the year ended January 2, 2010 was $280.4 million, or 26.8% of net sales, compared to gross profit of $274.8 million, or 24.2% of net sales, for the 2008 fiscal year. The increase in gross profit as a percentage of net sales was primarily a result of cost reduction initiatives, improved operational efficiencies and procurement savings.

Selling, general and administrative expenses decreased to $204.6 million, or 19.6% of net sales, for the fiscal year ended January 2, 2010 versus $212.0 million, or 18.7% of net sales, for the 2008 fiscal year. Selling, general and administrative expenses for the year ended January 2, 2010 included employee termination costs of $1.2 million, tax restructuring costs of $0.5 million and bank audit fees of $0.1 million, while selling, general and administrative expenses for the 2008 fiscal year included a loss upon the disposal of assets other than by sale of $1.8 million. Excluding these items, selling, general and administrative expenses for the year ended January 2, 2010 decreased $7.4 million compared to the 2008 fiscal year. The decrease in selling, general and administrative expenses was primarily due to decreased personnel costs as a result of reduced headcount of approximately $5.2 million, the translation impact on Canadian expenses as a result of the weaker Canadian dollar throughout most of 2009 of approximately $4.3 million and decreased professional fees of approximately $3.1 million, partially offset by increases in EBITDA-based incentive compensation programs of approximately $2.7 million and increased bad debt expense of approximately $2.3 million recorded during 2009 as a result of current economic conditions.

Manufacturing restructuring costs for the year ended January 2, 2010 were $5.3 million compared to $1.8 million for the year ended January 3, 2009. During 2008, we relocated a portion of our vinyl siding production from Ennis, Texas to West Salem, Ohio and Burlington, Ontario. In connection with this change, during 2009, we discontinued the use of the warehouse facility adjacent to the Ennis manufacturing plant. Expenses during 2009 represent lease costs associated with our discontinued use of the warehouse facility adjacent to the Ennis manufacturing plant. Expense in 2008 represents asset impairment costs, inventory markdown costs ($0.9 million included in cost of sales) and manufacturing equipment relocation costs totaling $2.6 million in connection with relocating a portion of our vinyl siding production.

Income from operations was $70.6 million for the year ended January 2, 2010 compared to $61.0 million for the year ended January 3, 2009 was primarily due to increased gross profit of $5.6 million, and reduced selling, general and administrative expense of $7.4 million, partially offset by increased manufacturing restructuring costs of $3.5 million.

28

Interest expense of $77.4 million for the year ended January 2, 2010 primarily consisted of accretion of AMH II.’s 13.625% Senior Notes due 2014 that were retired in June 2009 (the “13.625% notes”), accretion of and interest expense on the 11.25% notes, interest expense on the 9.75% notes through October 2009, interest expense on the 9.875% notes for the period November through December 2009, interest expense on the prior ABL Facility and amortization of deferred financing costs. The 9.75% notes were redeemed and the indenture related thereto was discharged in November 2009 in conjunction with the issuance of the 9.875% notes. Interest expense of $82.6 million for the year ended January 3, 2009 primarily consisted of accretion of the 13.625% notes and the 11.25% notes, interest expense on the 9.75% notes, our prior credit facility and the prior ABL Facility and amortization of deferred financing costs. Excluding the write-off of $1.3 million of deferred financing costs included in the 2008 total interest expense amount, interest expense decreased $3.9 million primarily due to the accounting impact of the troubled debt restructuring as all future interest payments were accrued at the time of the debt restructuring in June 2009 and lower borrowings under the prior ABL Facility at lower interest rates in 2009, partially offset by incremental accretion of the 13.625% notes, incremental accretion of and interest expense on the 11.25% notes, increased principal note balances at higher interest rates and increased amortization of deferred financing costs related to the note issuances in 2009.

The net gain on debt extinguishments of approximately $29.7 million was a result of the $29.6 million gain on troubled debt restructuring of the previously outstanding 13.625% notes and the $8.9 million gain on debt extinguishment in connection with AMH II’s purchase of $15.0 million par value of the 11.25% notes directly from the AMH noteholders with funds loaned from us for approximately $5.9 million, partially offset by debt extinguishment costs of $8.8 million incurred with the redemption of the previously outstanding 9.75% notes and 15% notes and the issuance of our new 9.875% notes.

The income tax provision for the year ended January 2, 2010 reflects an effective income tax rate of 10.4% compared to an effective income tax rate of 227.4% for the 2008 fiscal year. The change in the effective income tax rate in 2009 is primarily due to the implementation of a full valuation allowance against our U.S. net federal deferred tax assets in 2009 compared to a valuation allowance against tax credits alone in 2008. This valuation allowance was recorded based upon a review of historical earnings, trends, forecasted earnings and current economic conditions.

Net income for the year ended January 2, 2010 was $20.7 million compared to a net loss of $76.4 million for the same period in 2008.

QUARTERLY FINANCIAL DATA

Because most of our building products are intended for exterior use, sales and operating profits tend to be lower during periods of inclement weather. Weather conditions in the first quarter of each calendar year historically result in that quarter producing significantly less sales revenue and operating results than in any other period of the year. We have historically had small profits or losses in the first quarter and reduced profits in the fourth quarter of each calendar year.

Quarterly sales and operating profit data for 2010 and 2009 are shown in the tables below:

								Periods Ended
								October 3, 2010			October 13, 2010
	Three Months Ended							to			to
	April 3			July 3		October 2		October 12, 1010			January 1, 2011
	Predecessor			Predecessor		Predecessor		Predecessor			Successor
						(in thousands)
2010
Net sales	$	204,237		$	328,322	$	329,547	$	35,832		$	269,249
Gross profit (1)		48,439			91,858		91,039		8,093			46,512
Selling, general and administrative expenses (2)		47,481			53,589		51,734		6,644			53,543
Income (loss) from operations		958			38,269		37,853		(99,760	)		(14,442	)
Net income (loss)		(18,692	)		19,728		10,563		(82,873	)		(65,015	)

	Three Months Ended
	April 4			July 4		October 3		January 2
	Predecessor			Predecessor		Predecessor		Predecessor
2009
Net sales	$	172,332		$	274,969	$	324,807	$	273,999
Gross profit (3)		30,253			77,981		97,809		74,373
Selling, general and administrative expenses (4)		48,498			51,297		53,323		51,492
(Loss) income from operations		(18,245	)		21,429		44,486		22,881
Net income (loss)		(38,005	)		25,572		20,112		12,979

29

(1)	Gross profit for the period October 13, 2010 to January 1, 2011 reflects $23.1 million of amortization of the step-up in basis of inventory related to purchase accounting, partially offset by $1.2 million of other purchase accounting related adjustments, and $1.2 million for the impairment related to issues with and the ultimate discontinuation of a new product line.
(2)	Selling, general and administrative expenses include professional fees associated with cost savings initiatives of $5.7 million, employee termination costs and excess severance of $1.8 million, and management fees expense of $0.7 million.
(3)	Gross profit includes $0.6 million of costs related to issues with a new product line.
(4)	Selling, general and administrative expenses include excess bad debt expense resulting from the 2009 economic conditions of $4.2 million, employee termination costs and excess severance of $2.1 million, management fees expense of $1.4 million, professional fees associated with cost savings initiatives of $1.3 million, tax restructuring costs of $0.5 million, and software impairment costs of $0.4 million.

LIQUIDITY AND CAPITAL RESOURCES

The following sets forth a summary of our cash flows for 2010, 2009 and 2008:

	January 3, 2010			October 13, 2010			Years Ended
	to			to			January 1,			January 2,			January 3,
	October 12, 2010			January 1, 2011			2011			2010			2009
	Predecessor			Successor			Combined			Predecessor			Predecessor
	(in thousands)
Net cash provided by (used in) operating activities	$	28,569		$	(72,141	)	$	(43,572	)	$	118,701		$	7,951
Net cash used in investing activities		(10,302	)		(562,751	)		(573,053	)		(8,733	)		(11,473	)
Net cash (used in) provided by financing activities		(8,406	)		582,324			573,918			(62,338	)		(10,371	)

CASH FLOWS

At January 1, 2011, we had cash and cash equivalents of $13.8 million and available borrowing capacity of approximately $104.9 million under our ABL facilities. See “- Description of Our Outstanding Indebtedness” for further details of our ABL facilities. As of January 1, 2011, we had letters of credit outstanding of $7.8 million primarily securing deductibles of various insurance policies.

CASH FLOWS FROM OPERATING ACTIVITIES

Net cash used in operating activities was $43.6 million for the year ended January 1, 2011, compared to net cash provided by operating activities of $118.7 million for the fiscal year ended January 2, 2010. Cash flows from operating activities for the year ended January 1, 2011 were reduced by $72.1 million of costs related to the Merger. Cash flows from changes in operating assets and liabilities for the year ended January 1, 2011 was a cash outflow of $28.7 million compared to a cash inflow of $74.6 million for the year ended January 2, 2010. The change in accounts receivable was a use of cash of $7.0 million for the year ended January 1, 2011, compared to a use of cash of $2.9 million for the year ended January 2, 2010, resulting in a net decrease in cash flows of $4.1 million, which was primarily due to increased sales levels during 2010. The change in inventory was a use of cash of $28.9 million for the year ended January 1, 2011, compared to a source of cash of $30.4 million for the fiscal year ended January 2, 2010, resulting in a net decrease in cash flows of $59.3 million, which was primarily due to increased inventory levels and rising commodity costs during 2010. Changes in accounts payable and accrued liabilities were a source of cash of $6.5 million for the year ended January 1, 2011, compared to a source of cash of $45.7 million for the year ended January 2, 2010, resulting in a net decrease in cash flows of $39.2 million. The change was primarily due to the initial impact of improved vendor terms in 2009 and reduced inventory purchase requirements during the fourth quarter of 2008.

Net cash provided by operating activities was $118.7 million for the year ended January 2, 2010 compared to $8.0 million for the year ended January 3, 2009. The increase was primarily due to improved operating income and favorable changes in working capital. The change in accounts receivable was a use of cash of $2.9 million for the year ended January 2, 2010 compared to a source of cash of $5.7 million for the year ended January 3, 2009, resulting in a net decrease in cash flows of $8.6 million, which was primarily due to decreased sales levels during the year ended January 2, 2010. The change in inventory was a source of cash of $30.4 million for the year ended January 2, 2010 compared to a use of cash of $13.5 million for the year ended January 3, 2009, resulting in a net increase in cash flows of $43.9 million, which was primarily due to reduced inventory levels and the decline of commodity costs towards the end of the year ended January 3, 2009. Changes in accounts payable and accrued liabilities were a source of cash of $45.7 million for the year ended January 2, 2010 compared to a use of cash of $27.1 million for the year ended January 3, 2009, resulting in a net increase in cash flows of $72.7 million. The change was primarily due to the initial impact of improved vendor terms in the year ended January 2, 2010, accrued interest on the 11.25% notes in the year ended January 2, 2010, reduced inventory purchase requirements during the fourth quarter of the year ended January 3, 2009 and the decline of commodity prices toward the end of the year ended January 3, 2009.

30

CASH FLOWS FROM INVESTING ACTIVITIES

For the year ended January 1, 2011, net cash used in investing activities included $557.6 million of cash used in connection with the Merger to purchase the Predecessor’s equity interests, including in-the-money stock options and warrants, and capital expenditures of $15.5 million. Capital expenditures were primarily at supply centers for continued operations and relocations, the continued development of our new glass insourcing process and various enhancements at plant locations.

For the year ended January 2, 2010, net cash used in investing activities consisted of capital expenditures of $8.7 million. The major areas of expenditures were for maintenance capital, cost improvement projects and our glass insourcing project.

For the year ended January 3, 2009, net cash used in investing activities included capital expenditures of $11.5 million. Capital expenditures were primarily to improve capacity at our vinyl siding manufacturing operations and to improve manufacturing capacity at our window facilities.

CASH FLOWS FROM FINANCING ACTIVITIES

Net cash provided by financing activities for the year ended January 1, 2011 included an equity contribution of $553.5 million in connection with the Merger, proceeds from the issuance of the 9.125% notes of $730.0 million, borrowings under our current ABL facilities and prior ABL Facility, net of repayments, of $48.0 million and $1.8 million related to the excess tax benefit from the redemption of options in connection with the Merger. These inflows were partially offset by cash paid of $720.0 million to redeem the 20% notes, the 11.25% notes and the 9.875% notes and payments of $39.4 million of financing costs.

Net cash used in financing activities for the year ended January 2, 2010 included cash paid to redeem the 13.625% notes, a portion of the 11.25% notes, the 9.75% notes and the 15% notes of $216.0 million, net repayments under the prior ABL Facility of $46.0 million, payments of financing costs of $16.8 million and troubled debt interest payments of $1.0 million, partially offset by proceeds from the issuance of the 9.875% notes and the 15% notes of $217.5 million.

Net cash used in financing activities for the year ended January 3, 2009 included repayments of $61.0 million of term debt under the then existing credit facility and payments for financing costs of $5.4 million related to the prior ABL Facility, partially offset by borrowings of $56.0 million under the prior ABL Facility.

For 2011, cash requirements for working capital, capital expenditures, interest and tax payments will continue to impact the timing and amount of borrowings on our ABL facilities.

DESCRIPTION OF OUR OUTSTANDING INDEBTEDNESS

9.125% Senior Secured Notes due 2017

On October 13, 2010, Merger Sub and Carey New Finance, Inc. (now known as AMH New Finance, Inc.) (“Finance Sub”) issued $730.0 million aggregate principal amount of 9.125% Senior Secured Notes due 2017 (the “9.125% notes” or the “notes”), which mature on November 1, 2017, pursuant to the indenture, dated as of October 13, 2010 (the “Indenture”), among Merger Sub, Finance Sub, our company and the guarantors named therein and Wells Fargo Bank, National Association, as trustee. Interest on the notes will be paid on May 1st and November 1st of each year, commencing May 1, 2011.

In this report, references to the “Issuers” are collective references to (1) Merger Sub and Finance Sub, each as a co-issuer of the notes, prior to the Mergers, and (2) Associated Materials, LLC, as the surviving company, and Finance Sub, each as a co-issuer of the notes, following the Mergers.

We may from time to time, in our sole discretion, purchase, redeem or retire the notes in privately negotiated or open market transactions by tender offer or otherwise.

31

The following is a brief description of the terms of the notes and the Indenture.

Guarantees. The notes are unconditionally guaranteed, jointly and severally, by each of the Issuers’ direct and indirect domestic subsidiaries that guarantees our obligations under the ABL facilities. Such subsidiary guarantors are collectively referred to herein as the “guarantors,” and such subsidiary guarantees are collectively referred to herein as the “guarantees.” Each guarantee is a general senior obligation of each guarantor; equal in right of payment with all existing and future senior indebtedness of that guarantor, including its guarantee of all obligations under the Revolving Credit Agreement (as defined below), and any other debt with a priority security interest relative to the notes in the ABL collateral (as defined below); secured on a first-priority basis by the notes collateral (as defined below) owned by that guarantor and on a second-priority basis by the ABL collateral owned by that guarantor, in each case subject to certain liens permitted under the Indenture; equal in priority as to the notes collateral owned by that guarantor with respect to any obligations under certain other equal ranking obligations incurred after October 13, 2010; senior in right of payment to all existing and future subordinated indebtedness of that guarantor; effectively senior to all existing and future unsecured indebtedness of that guarantor, to the extent of the value of the collateral (as defined below) owned by that guarantor (after giving effect to any senior lien on such collateral), and effectively senior to all existing and future guarantees of the obligations under the Revolving Credit Agreement, and any other debt of that guarantor with a priority security interest relative to the notes in the ABL collateral, to the extent of the value of the notes collateral owned by that guarantor; effectively subordinated to (i) any existing or future guarantee of that guarantor of the obligations under the Revolving Credit Agreement, and any other debt with a priority security interest relative to the notes in the ABL collateral, to the extent of the value of the ABL collateral owned by that guarantor and (ii) any existing or future indebtedness of that guarantor that is secured by liens on assets that do not constitute a part of the collateral to the extent of the value of such assets; and structurally subordinated to all existing and future indebtedness and other claims and liabilities, including preferred stock, of any subsidiaries of that guarantor that are not guarantors. Any guarantee of the notes will be released or discharged if such guarantee is released under the Revolving Credit Agreement, and any other debt with a priority security interest relative to the notes in the ABL collateral, except a release or discharge by or as a result of payment under such guarantee.

Collateral. The notes and the guarantees are secured by a first-priority lien on substantially all of the Issuers’ and the guarantors’ present and future assets located in the United States (other than the ABL collateral, in which the notes and the guarantees will have a second-priority lien, and certain other excluded assets), including equipment, owned real property valued at $5.0 million or more and all present and future shares of capital stock of each of the Issuers’ and each guarantor’s material directly wholly-owned domestic subsidiaries and 65% of the present and future shares of capital stock, of each of the Issuers’ and each guarantor’s directly owned foreign restricted subsidiaries (other than Canadian subsidiaries), in each case subject to certain exceptions and customary permitted liens. Such assets are referred to as the “notes collateral.”

In addition, the notes and the guarantees will be secured by a second-priority lien on substantially all of the Issuers’ and the guarantors’ present and future assets, which assets also secure the Issuers’ obligations under the ABL facilities, including accounts receivable, inventory, related general intangibles, certain other related assets and the proceeds thereof. Such assets are referred to as the “ABL collateral.” The notes collateral and the ABL collateral together are referred to as the “collateral.” The bank lenders under the Revolving Credit Agreement have a first-priority lien securing the ABL facilities and other customary liens subject to an intercreditor agreement (the “Intercreditor Agreement”) entered into between the collateral agent under the ABL facilities and the collateral agent under the Indenture and security documents for the notes, until such ABL facilities and obligations are paid in full.

The liens on the collateral may be released without the consent of holders of notes if collateral is disposed of in a transaction that complies with the Indenture and the Intercreditor Agreement and other security documents for the notes, including in accordance with the provisions of the Intercreditor Agreement.

Ranking. The notes and guarantees constitute senior secured debt of the Issuers and the guarantors. They rank equally in right of payment with all of the Issuers’ and the guarantors’ existing and future senior debt, including their obligations under the ABL facilities; rank senior in right of payment to all of the Issuers’ and the guarantors’ existing and future subordinated debt; are effectively subordinated to all of the Issuers’ and the guarantors’ indebtedness and obligations that are secured by first-priority liens under the ABL facilities to the extent of the value of the ABL collateral; are effectively senior to the Issuers’ and the guarantors’ obligations under the ABL facilities, to the extent of the value of the notes collateral; are effectively senior to the Issuers’ and the guarantors’ senior unsecured indebtedness, to the extent of the value of the collateral (after giving effect to any senior lien on the collateral); and are structurally subordinated to all existing and future indebtedness and other liabilities, including preferred stock, of our non-guarantor subsidiaries, including the Canadian facility under the ABL facilities (other than indebtedness and liabilities owed to the Issuers or one of the guarantors).

32

Optional Redemption. Prior to November 1, 2013, the Issuers may redeem the notes, in whole or in part, at a price equal to 100% of the principal amount thereof plus the greater of (1) 1.0% of the principal amount of such note; and (2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such note at November 1, 2013 (such redemption price being set forth in the table below), plus (ii) all required interest payments due on such note through November 1, 2013 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the applicable treasury rate as of such redemption date plus 50 basis points; over (b) the principal amount of such note (as of, and including unaccrued and unpaid interest, if any, to, but excluding, the redemption date), subject to the right of holders of notes of record on the relevant record date to receive interest due on the relevant interest payment date.

On and after November 1, 2013, the Issuers may redeem the notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount of the notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date, subject to the right of holders of notes of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1st of each of the years indicated below:

Year	Percentage
2013		106.844	%
2014		104.563	%
2015		102.281	%
2016 and thereafter		100.000	%

In addition, until November 1, 2013, the Issuers may, at their option, on one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the Indenture at a redemption price equal to 109.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding the applicable redemption date, subject to the right of holders of notes of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more equity offerings to the extent such net cash proceeds are received by or contributed to us; provided that (a) at least 50% of the sum of the aggregate principal amount of notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption and (b) that each such redemption occurs within 120 days of the date of closing of each such equity offering.

In addition, during any twelve-month period prior to November 1, 2013, the Issuers may redeem up to 10% of the aggregate principal amount of the notes issued under the Indenture at a redemption price equal to 103.00% of the principal amount thereof plus accrued and unpaid interest, if any.

Change of Control. Upon the occurrence of a change of control, as defined in the Indenture, the Issuers must give holders of notes the opportunity to sell the Issuers their notes at 101% of their face amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date, subject to the right of holders of notes of record on the relevant record date to receive interest due on the relevant interest payment date.

Asset Sale Proceeds. If the Issuers or their subsidiaries engage in asset sales, the Issuers generally must either invest the net cash proceeds from such asset sales in our business within a period of time, pre-pay certain secured senior debt or make an offer to purchase a principal amount of the notes equal to the excess net cash proceeds. The purchase price of the notes will be 100% of their principal amount, plus accrued and unpaid interest.

Covenants. The Indenture contains covenants limiting the Issuers’ ability and the ability of their restricted subsidiaries to, among other things:

• pay dividends or distributions, repurchase equity, prepay junior debt and make certain investments;

• incur additional debt or issue certain disqualified stock and preferred stock;

• incur liens on assets;

• merge or consolidate with another company or sell all or substantially all assets;

• enter into transactions with affiliates; and

• allow to exist certain restrictions on the ability of subsidiaries to pay dividends or make other payments to the Issuers.

These covenants are subject to important exceptions and qualifications as described in the Indenture. Most of these covenants will cease to apply for so long as the notes have investment grade ratings from both Moody’s Investors Service, Inc. and Standard & Poor’s.

Events of Default. The Indenture provides for events of default, which, if any of them occurs, would permit or require the principal of and accrued interest on the notes to become or to be declared due and payable.

33

Exchange Offer; Registration Rights. The Issuers and the guarantors have agreed to use their commercially reasonable efforts to register notes having substantially identical terms as the 9.125% notes with the Securities and Exchange Commission as part of an offer to exchange freely tradable exchange notes for the 9.125% notes (the “exchange offer”). The Issuers and the guarantors have agreed to use their commercially reasonable efforts to cause the exchange offer to be completed, or if required, to have a shelf registration statement declared effective, on or prior to the date that is 360 days after October 13, 2010 (the “issue date”). If the Issuers and the guarantors fail to meet this target (a “registration default”), the annual interest rate on the notes will increase by an additional 0.25% for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 0.50% per year more than the original level of 9.125%. If the registration default is corrected, the interest rate on the notes will revert to the original level.

ABL Facilities

On October 13, 2010, in connection with the consummation of the Mergers, we entered into senior secured asset-based revolving credit facilities (the “ABL facilities”) pursuant to a Revolving Credit Agreement, dated as of October 13, 2010 (the “Revolving Credit Agreement”), among Holdings, the U.S. borrowers (as defined below), the Canadian borrowers (as defined below), UBS Securities LLC, Deutsche Bank Securities Inc. and Wells Fargo Capital Finance, LLC, as joint lead arrangers and joint bookrunners, UBS AG, Stamford Branch, as U.S. administrative agent and U.S. collateral agent and a U.S. letter of credit issuer and Canadian letter of credit issuer, UBS AG Canada Branch, as Canadian administrative agent and Canadian collateral agent, Wells Fargo Capital Finance, LLC, as co-collateral agent, UBS Loan Finance LLC, as swingline lender, Deutsche Bank AG New York Branch, as a U.S. letter of credit issuer, Deutsche Bank AG Canada Branch, as a Canadian letter of credit issuer, Wells Fargo Bank, National Association, as a U.S. letter of credit issuer and as a Canadian letter of credit issuer, and the banks, financial institutions and other institutional lenders and investors from time to time parties thereto.

The borrowers under the ABL facilities are our company, each of our existing and subsequently acquired or organized direct or indirect wholly-owned U.S. restricted subsidiaries designated as a borrower thereunder (together with our company, the “U.S. borrowers”) and each of our existing and subsequently acquired or organized direct or indirect wholly-owned Canadian restricted subsidiaries designated as a borrower thereunder (the “Canadian borrowers,” and together with the U.S. borrowers, the “borrowers”). The ABL facilities provide for a five-year asset-based revolving credit facility in the amount of $225.0 million, comprised of a $150.0 million U.S. facility (which may be drawn in U.S. dollars) and a $75.0 million Canadian facility (which may be drawn in U.S. or Canadian dollars), in each case subject to borrowing base availability under the applicable facility, and include a letter of credit facility and a swingline facility. In addition, subject to certain terms and conditions, the Revolving Credit Agreement provides for one or more uncommitted incremental increases in the ABL facilities in an aggregate amount not to exceed $150.0 million (which may be allocated among the U.S. facility or the Canadian facility). Proceeds of the revolving credit loans on the initial borrowing date were used to refinance certain indebtedness of our company and certain of our affiliates, to pay fees and expenses incurred in connection with the Mergers and to partially finance the Mergers. Proceeds of the ABL facilities (including letters of credit issued thereunder) and any incremental facilities will be used for working capital and general corporate purposes of our company and our subsidiaries.

Interest Rate and Fees. At the option of the borrowers, the revolving credit loans under the Revolving Credit Agreement will initially bear interest at the following:

• a rate equal to (i) the London Interbank Offered Rate, or LIBOR, with respect to eurodollar loans under the U.S. facility or (ii) the Canadian Deposit Offered Rate, or CDOR, with respect to loans under the Canadian facility, plus an applicable margin of 2.75%, which margin can vary quarterly in 0.25% increments between three pricing levels, ranging from 2.50% to 3.00%, based on excess availability, which is defined in the Revolving Credit Agreement as (a) the sum of (x) the lesser of (1) the aggregate commitments under the U.S. sub-facility at such time and (2) the then applicable U.S. borrowing base and (y) the lesser of (1) the aggregate commitments under the Canadian sub-facility at such time and (2) the then applicable Canadian borrowing base less (b) the sum of the aggregate principal amount of the revolving credit loans (including swingline loans) and letters of credit outstanding at such time;

• the alternate base rate which will be the highest of (i) the prime commercial lending rate published by The Wall Street Journal as the “prime rate,” (ii) the Federal Funds Effective Rate plus 0.50% and (iii) the one-month Published LIBOR rate plus 1.0% per annum, plus, in each case, an applicable margin of 1.75%, which margin can vary quarterly in 0.25% increments between three pricing levels, ranging from 1.50% to 2.00%, based on excess availability, as set forth in the preceding paragraph; or

• the alternate Canadian base rate which will be the higher of (i) the annual rate from time to time publicly announced by Toronto Dominion Bank (Toronto) as its prime rate in effect for determining interest rates on Canadian Dollar denominated commercial loans in Canada and (ii) the 30-day CDOR Rate plus 1.0%, plus, in each case, an applicable margin of 1.75%, which margin can vary quarterly in 0.25% increments between three pricing levels, ranging from 1.50% to 2.00%, based on excess availability, as set forth in the second preceding paragraph.

34

In addition to paying interest on outstanding principal under the ABL facilities, we are required to pay a commitment fee, payable quarterly in arrears, of 0.50% if the average daily undrawn portion of the ABL facilities is greater than 50% as of the most recent fiscal quarter or 0.375% if the average daily undrawn portion of the ABL facilities is less than or equal to 50% as of the most recent fiscal quarter. The ABL facilities also require customary letter of credit fees.

The U.S. borrowing base is defined in the Revolving Credit Agreement as, at any time, the sum of (i) 85% of the book value of the U.S. borrowers’ eligible accounts receivable; plus (ii) 85% of the net orderly liquidation value of the U.S. borrowers’ eligible inventory; minus (iii) customary reserves established or modified from time to time by and at the permitted discretion of the administrative agent thereunder.

The Canadian borrowing base is defined in the senior secured Revolving Credit Agreement as, at any time, the sum of (i) 85% of the book value of the Canadian borrowers’ eligible accounts receivable; plus (ii) 85% of the net orderly liquidation value of the Canadian borrowers’ eligible inventory; plus (iii) 85% of the net orderly liquidation value of the Canadian borrowers’ eligible equipment (to amortize quarterly over the life of the new ABL facilities); plus (iv) 70% of the appraised fair market value of the Canadian borrowers’ eligible real property (to amortize quarterly over the life of the new ABL facilities); plus (v) at the option of Associated Materials, LLC, an amount not to exceed the amount, if any, by which the U.S. borrowing base at such time exceeds the then utilized commitments under the U.S. sub-facility; minus (vi) customary reserves established or modified from time to time by and at the permitted discretion of the administrative agent thereunder.

Prepayments. If, at any time, the aggregate amount of outstanding revolving credit loans, unreimbursed letter of credit drawings and undrawn letters of credit under the U.S. facility exceeds (i) the aggregate commitments under the U.S. facility at such time or (ii) the then-applicable U.S. borrowing base, the U.S. borrowers will immediately repay an aggregate amount equal to such excess.

If, at any time, the U.S. dollar equivalent of the aggregate amount of outstanding revolving credit loans, unreimbursed letter of credit drawings and undrawn letters of credit under the Canadian facility exceeds (i) the U.S. dollar equivalent of the aggregate commitments under the Canadian facility at such time or (ii) the then-applicable U.S. dollar equivalent of the Canadian borrowing base, then the Canadian borrowers will immediately repay such excess.

After the occurrence and during the continuance of a Cash Dominion Period (which is defined in the Revolving Credit Agreement as the period when (i) excess availability (as defined above) is less than, for a period of five consecutive business days, the greater of (a) $20.0 million and (b) 12.5% of the sum of (x) the lesser of (1) the aggregate commitments under the U.S. sub-facility at such time and (2) the then applicable U.S. borrowing base and (y) the lesser of (1) the aggregate commitments under the Canadian sub-facility at such time and (2) the then applicable Canadian borrowing base or (ii) when any event of default is continuing, until the 30th consecutive day that excess availability exceeds such threshold or such event of default ceases to be continuing, as applicable), all amounts deposited in the blocked account maintained by the administrative agent will be promptly applied to repay outstanding revolving credit loans and, after same have been repaid in full, cash collateralize letters of credit.

At the option of the borrowers the unutilized portion of the commitments under the ABL facilities may be permanently reduced and the revolving credit loans under the ABL facilities may be voluntarily prepaid, in each case subject to requirements as to minimum amounts and multiples, at any time in whole or in part without premium or penalty, except that any prepayment of LIBOR rate revolving credit loans other than at the end of the applicable interest periods will be made with reimbursement for any funding losses or redeployment costs of the lenders resulting from such prepayment.

Guarantors. All obligations under the U.S. facility are guaranteed by each existing and subsequently acquired direct and indirect wholly-owned material U.S. restricted subsidiary of our company and our direct parent, other than certain excluded subsidiaries (the “U.S. guarantors”). All obligations under the Canadian facility are guaranteed by each existing and subsequently acquired direct and indirect wholly-owned material Canadian restricted subsidiary of our company, other than certain excluded subsidiaries (the “Canadian guarantors,” and together with the U.S. guarantors, the “ABL guarantors”) and the U.S. guarantors.

35

Security. Pursuant to the US Security Agreement, dated as of October 13, 2010, among Holdings, our company, the U.S. subsidiary grantors named therein and UBS AG, Stamford Branch, as U.S. collateral agent (the “U.S. collateral agent”), the US Pledge Agreement, dated as of October 13, 2010, among Holdings, our company, the U.S. subsidiary pledgors named therein and the U.S. collateral agent, and the Canadian Pledge Agreement, dated as of October 13, 2010, between Gentek Building Products, Inc. and the U.S. collateral agent, all obligations of the U.S. borrowers and the U.S. guarantors are secured by the following:

• a first-priority perfected security interest in all present and after-acquired inventory and accounts receivable of the U.S. borrowers and the U.S. guarantors and all investment property, general intangibles, books and records, documents and instruments and supporting obligations relating to such inventory, such accounts receivable and such other receivables, and all proceeds of the foregoing, including all deposit accounts, other bank and securities accounts, cash and cash equivalents (other than certain excluded deposit, securities and commodities accounts), investment property and other general intangibles, in each case arising from such inventory, such accounts receivable and such other receivables, subject to certain exceptions to be agreed and a first priority security interest in our capital stock (the “U.S. first priority collateral”); and

• a second-priority security interest in the capital stock of each direct, material wholly-owned restricted subsidiary of our company and of each guarantor of the notes and substantially all tangible and intangible assets of our company and each guarantor of the notes (to the extent not included in the U.S. first priority collateral) and proceeds of the foregoing (the “U.S. second priority collateral”, and together with the U.S. first priority collateral, the “U.S. ABL collateral”).

Pursuant to the Canadian Security Agreement, dated as of October 13, 2010, among the Canadian borrowers, the Canadian subsidiary grantors named therein and UBS AG Canada Branch, as Canadian collateral agent (the “Canadian collateral agent”), and the Canadian Pledge Agreement, dated as of October 13, 2010, among the Canadian borrowers, the Canadian subsidiary pledgors named therein and the Canadian collateral agent, all obligations of the Canadian borrowers and the Canadian guarantors under the Canadian facility are secured by the following:

• the U.S. ABL collateral; and

• a first-priority perfected security interest in all of the capital stock of the Canadian borrowers and the capital stock of each direct, material restricted subsidiary of the Canadian borrowers and the Canadian guarantors and substantially all tangible and intangible assets of the Canadian borrowers and Canadian guarantors and proceeds of the foregoing and all present and after-acquired inventory and accounts receivable of the Canadian borrowers and the Canadian guarantors and all investment property, general intangibles, books and records, documents and instruments and supporting obligations relating to such inventory, such accounts receivable and such other receivables, and all proceeds of the foregoing, including all deposit accounts, other bank and securities accounts, cash and cash equivalents (other than certain excluded deposit, securities and commodities accounts), investment property and other general intangibles, in each case arising from such inventory, such accounts receivable and such other receivables, subject to certain exceptions to be agreed (the “Canadian ABL collateral”).

Covenants, Representations and Warranties. The ABL facilities contain customary representations and warranties and customary affirmative and negative covenants, including, with respect to negative covenants, among other things, restrictions on indebtedness, liens, investments, fundamental changes, asset sales, dividends and other distributions, prepayments or redemption of junior debt, transactions with affiliates and negative pledge clauses. There are no financial covenants included in the Revolving Credit Agreement other than a springing minimum fixed charge coverage ratio (as defined below) of at least 1.00 to 1.00, which is triggered when excess availability is less than, for a period of five consecutive business days, the greater of $20.0 million and 12.5% of the sum of (i) the lesser of (x) the aggregate commitments under the U.S. facility at such time and (y) the then applicable U.S. borrowing base and (ii) the lesser of (x) the aggregate commitments under the Canadian facility at such time and (y) the then applicable Canadian borrowing base, and which applies until the 30th consecutive day that excess availability exceeds such threshold.

Events of Default. Events of default under the Revolving Credit Agreement include, among other things, nonpayment of principal when due, nonpayment of interest or other amounts (subject to a five business day grace period), covenant defaults, inaccuracy of representations or warranties in any material respect, bankruptcy and insolvency events, cross defaults and cross acceleration of certain indebtedness, certain monetary judgments, ERISA events, actual or asserted invalidity of material guarantees or security documents and a change of control (to include a pre- and post-initial public offering provision).

Covenant Compliance

There are no financial maintenance covenants included in the Revolving Credit Agreement and the Indenture, other than (A) a Consolidated EBITDA (as defined below) to consolidated fixed charges ratio (the “fixed charge coverage ratio”) of at least 1.00 to 1.00 under the Revolving Credit Agreement, which is triggered when excess availability is less than, for a period of five consecutive business days, the greater of $20.0 million and 12.5% of the sum of (i) the lesser of (x) the aggregate commitments under the U.S. facility at such time and (y) the then applicable U.S. borrowing base and (ii) the lesser of (x) the aggregate commitments under the Canadian facility at such time and (y) the then applicable Canadian borrowing base, and which applies until the 30th consecutive day that excess availability exceeds such threshold, and (B) as otherwise described below.

36

In addition to the covenant described above, certain incurrences of debt and investments require compliance with financial covenants under the Revolving Credit Agreement and the Indenture. The breach of any of these covenants could result in a default under the Revolving Credit Agreement and the Indenture, and the lenders or note holders, as applicable, could elect to declare all amounts borrowed due and payable.

EBITDA is calculated by reference to net income plus interest and amortization of other financing costs, provision for income taxes, depreciation and amortization. Consolidated EBITDA, as defined in the Revolving Credit Agreement and the Indenture, is calculated by adjusting EBITDA to reflect adjustments permitted in calculating covenant compliance under these agreements. Consolidated EBITDA will be referred to as Adjusted EBITDA herein. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors to demonstrate our ability to comply with our financial covenant.

POTENTIAL IMPLICATIONS OF CURRENT TRENDS AND CONDITIONS IN THE BUILDING PRODUCTS INDUSTRY ON OUR LIQUIDITY AND CAPITAL RESOURCES

We believe our cash flows from operations and our borrowing capacity under the ABL facilities will be sufficient to satisfy our obligations to pay principal and interest on our outstanding debt, maintain current operations and provide sufficient capital for the foreseeable future. However, as discussed under “— Overview” above, the building products industry continues to be negatively impacted by a weak housing market, with a number of factors contributing to lower current demand for our products, including reduced numbers of existing home sales and new housing starts and depreciation in housing prices. If these trends continue, our ability to generate cash sufficient to meet our existing indebtedness obligations could be adversely affected, and we could be required either to find alternate sources of liquidity or to refinance our existing indebtedness in order to avoid defaulting on our debt obligations.

Our ability to generate sufficient funds to service our debt obligations will be dependent in large part on the impact of building products industry conditions on our business, profitability and cash flows and on our ability to refinance our indebtedness. There can be no assurance that we would be able to obtain any necessary consents or waivers in the event we are unable to service or were to otherwise default under our debt obligations, or that we would be able to successfully refinance our indebtedness. The ability to refinance any indebtedness may be made more difficult to the extent that current building products industry and credit market conditions continue to persist. Any inability we experience in servicing or refinancing our indebtedness would likely have a material adverse effect on us.

For additional information regarding these and similar risks, see Item 1A. “Risk Factors.”

CONTRACTUAL OBLIGATIONS

We have commitments for maturities of long-term debt, obligations under defined benefit pension plans, and future minimum lease payments under noncancelable operating leases principally for manufacturing and distribution facilities and certain equipment. The following summarizes certain of our scheduled maturities of long-term debt, scheduled interest payments on our 9.125% notes, estimated required contributions to our defined benefit pension plans, and obligations for future minimum lease payments under non-cancelable operating leases at January 1, 2011 and the effect such obligations are expected to have on our liquidity and cash flow in future periods:

	Payments Due by Fiscal Year
													After
	Total		2011		2012		2013		2014		2015		2015
	(in thousands)
Long-term debt (1)	$	788,000	$	—	$	—	$	—	$	—	$	58,000	$	730,000
Interest payments on 9.125% notes		469,618		69,943		66,613		66,613		66,613		66,613		133,223
Operating leases (2)		132,976		33,231		27,830		23,157		17,706		10,349		20,703
Expected pension contributions (3)		49,310		10,213		10,737		10,581		9,994		7,785		—
Total	$	1,439,904	$	113,387	$	105,180	$	100,351	$	94,313	$	142,747	$	883,926

(1) Represents principal amounts, but not interest. Our long-term debt consists of the $58.0 million outstanding balance under the ABL facilities as of January 1, 2011 and $730.0 million aggregate principal amount of 9.125% notes. We are not able to estimate reasonably the cash payments for interest associated with the ABL facilities due to the significant estimation required related to both market rates as well as projected principal payments. The stated maturity date of our 9.125% notes is November 1, 2017. See Note 8 to the consolidated financial statements included in Item 8. “Financial Statements and Supplemental Data” for further details.

37

(2)

For additional information on our operating leases, see Note 9 to the consolidated financial statements.

(3)

Although subject to change, the amounts set forth in the table above represent the estimated minimum funding requirements under current law. Due to uncertainties regarding significant assumptions involved in estimating future required contributions to our pension plans, including: (i) interest rate levels, (ii) the amount and timing of asset returns, and (iii) what, if any, changes may occur in pension funding legislation, the estimates in the table may differ materially from actual future payments. We cannot reasonably estimate payments beyond 2015.

Net long-term deferred income tax liabilities as of January 1, 2011 were $144.7 million. This amount is not included in the contractual obligations table because we believe this presentation would not be meaningful. Deferred income tax liabilities are calculated based on temporary differences between the tax bases of assets and liabilities and their respective book bases, which will result in taxable amounts in future years when the liabilities are settled at their reported financial statement amounts. The results of these calculations do not have a direct connection with the amount of cash taxes to be paid in any future periods. As a result, we believe scheduling deferred income tax liabilities as payments due by period could be misleading, because this scheduling would not relate to liquidity needs. At January 1, 2011, we had unrecognized tax benefits of $4.5 million relating to uncertain tax positions. Due to the high degree of uncertainty regarding the timing of future cash flows associated with these tax positions, we are unable to estimate when cash settlement may occur.

Consistent with industry practice, we provide to homeowners limited warranties on certain products, primarily related to window and siding product categories. We have recorded reserves of approximately $94.7 million at January 1, 2011 related to warranties issued to homeowners. We estimate that approximately $7.0 million of payments will be made in 2011 to satisfy warranty obligations. However, we cannot reasonably estimate payments by year for 2012 and thereafter due to the nature of the obligations under these warranties.

There can be no assurance that our cash flow from operations, combined with additional borrowings under the ABL facilities, will be available in an amount sufficient to enable us to repay our indebtedness or to fund our other liquidity needs or planned capital expenditures. We may need to refinance all or a portion of our indebtedness on or before their respective maturities. There can be no assurance that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

OFF-BALANCE SHEET ARRANGEMENTS

We have no special purpose entities or off-balance sheet debt, other than operating leases in the ordinary course of business, which are disclosed in Note 9 to the consolidated financial statements.

At January 1, 2011, we had stand-by letters of credit of $7.8 million with no amounts drawn under the stand-by letters of credit. These letters of credit reduce the availability under the ABL facilities. Letters of credit are purchased guarantees that ensure our performance or payment to third parties in accordance with specified terms and conditions.

Under certain agreements, indemnification provisions may require us to make payments to third parties. In connection with certain facility leases, we may be required to indemnify the lessors for certain claims. Also, we may be required to indemnify our directors, officers, employees and agents to the maximum extent permitted under the laws of the State of Delaware. The duration of these indemnity provisions under the terms of each agreement varies. The majority of indemnities do not provide for any limitation of the maximum potential future payments we could be obligated to make. In 2010, we did not make any payments under any of these indemnification provisions or guarantees, and we have not recorded any liability for these indemnities in the accompanying consolidated balance sheets.

EFFECTS OF INFLATION

The principal raw materials used by us are vinyl resin, aluminum, steel, resin stabilizers and pigments, glass, window hardware, and packaging materials, all of which have historically been subject to price changes. Raw material pricing on our key commodities has increased significantly over the past three years. In response, we announced price increases over the past several years on certain of our product offerings to offset the inflation of raw materials, and continually monitor market conditions for price changes as warranted. Our ability to maintain gross margin levels on our products during periods of rising raw material costs depends on our ability to obtain selling price increases. Furthermore, the results of operations for individual quarters can and have been negatively impacted by a delay between the timing of raw material cost increases and price increases on our products. There can be no assurance that we will be able to maintain the selling price increases already implemented or achieve any future price increases. At January 1, 2011, we had no raw material hedge contracts in place.

38

RECENT ACCOUNTING PRONOUNCEMENTS

On January 1, 2011, we adopted Accounting Standards Update (“ASU”) 2010-29, Disclosure of Supplementary Pro Forma Information for Business Combinations, (“ASU 2010-29”), which is codified in ASC Topic 805, Business Combinations. This pronouncement provides guidance on pro forma revenue and earnings disclosure requirements for business combinations. Adoption of ASU 2010-29 did not have a material effect on our consolidated financial statements.

In January 2010, the FASB issued ASU 2010-6, Improving Disclosures about Fair Value Measurements (“ASU 2010-6”). This update requires additional disclosure within the rollforward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy. In addition, the update requires enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3. The new disclosure requirements are effective for interim and annual periods beginning after December 15, 2009, except for the disclosure of purchases, sales, issuances and settlements of Level 3 measurements, which are effective for fiscal years beginning after December 15, 2010. We adopted the required provisions of ASU 2010-6 for the period beginning January 3, 2010; however, adoption of this amendment did not have a material impact on our consolidated financial statements. We do not expect the adoption of the remaining provisions of this update to have a material effect on our consolidated financial statements.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates, including those related to customer programs and incentives, bad debts, inventories, warranties, valuation allowances for deferred tax assets, share-based compensation and pensions and postretirement benefits. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition. We primarily sell and distribute our products through two channels: direct sales from our manufacturing facilities to independent distributors and dealers and sales to contractors through our company-operated supply centers. Direct sales revenue is recognized when our manufacturing facility ships the product. Sales to contractors are recognized either when the contractor receives product directly from the supply centers or when the supply centers deliver the product to the contractor’s job site. For both direct sales to independent distributors and sales generated through our supply centers, revenue is not recognized until collectibility is reasonably assured. A substantial portion of our sales is in the repair and replacement segment of the building products industry. Therefore, vinyl windows are manufactured to specific measurement requirements received from our customers.

Revenues are recorded net of estimated returns, customer incentive programs and other incentive offerings including special pricing agreements, promotions and other volume-based incentives. Revisions to these estimates are charged to income in the period in which the facts that give rise to the revision become known. On contracts involving installation, revenue is recognized when the installation is complete. We collect sales, use, and value added taxes that are imposed by governmental authorities on and concurrent with sales to our customers. Revenues are presented net of these taxes as the obligation is included in accrued liabilities until the taxes are remitted to the appropriate taxing authorities.

We offer certain sales incentives to customers who become eligible based on the level of purchases made during the calendar year and are accrued as earned throughout the year. The sales incentives programs are considered customer volume rebates, which are typically computed as a percentage of customer sales, and in certain instances the rebate percentage may increase as customers achieve sales hurdles. Volume rebates are accrued throughout the year based on management estimates of customers’ annual sales volumes and the expected annual rebate percentage achieved. For these programs, we do not receive an identifiable benefit in exchange for the consideration, and therefore, we characterize the volume rebate to the customer as a reduction of revenue in our consolidated statement of operations.

39

Accounts Receivable. We record accounts receivable at selling prices which are fixed based on purchase orders or contractual arrangements. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance for doubtful accounts is based on a review of the overall condition of accounts receivable balances and a review of significant past due accounts. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote.

Inventories. We value our inventories at the lower of cost (first-in, first-out) or market value. We write down our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value as of the reporting date. Market value is estimated based on the inventories’ current replacement costs by purchase or production; however, market value shall not exceed net realizable value or be lower than net realizable value less normal profit margins. The market and net realizable values of inventory require estimates and judgments based on our historical write-down experience, anticipated write-downs based on future merchandising plans and consumer demand, seasonal considerations, current market conditions and expected industry trends. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Our estimates of market value generally are not sensitive to management assumptions. Replacement costs and net realizable values are based on actual recent purchase and selling prices, respectively. We believe that our average days of inventory on hand indicate that market value declines are not a significant risk and that we do not maintain excess levels of inventory. In addition, we believe that our cost of inventories is recoverable as our realized gross profit margins have remained consistent with historical periods and management currently expects margins to generally remain in-line with historical results.

Goodwill and Other Intangible Assets. Under the provisions of FASB ASC 350, Intangibles—Goodwill and Other (formerly SFAS No. 142), goodwill and intangible assets with indefinite useful lives must be reviewed for impairment annually or when factors indicating impairment are present. As a result of the Merger completed during the fourth quarter of 2010, we engaged an independent valuation firm to assist management in the estimation of the fair values of certain tangible and intangible assets. The valuation analyses were based on the definition of fair value as promulgated in ASC 805, Business Combinations, (“ASC 805”) and ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), (formerly SFAS No. 157). The analyses were performed as of October 13, 2010, which was the closing date of the Merger. We usually conduct an impairment test over goodwill and other intangible assets with indefinite lives at the beginning of the fourth quarter of each year. With the Merger completed near the beginning of the fourth quarter of 2010 and the application of purchase accounting fair value adjustments recorded during the fourth quarter, an impairment test was not performed as no indicators of impairment were noted during this same time period.

The valuation analysis considered various valuation approaches, including the income approach, market approach and cost approach. The assets were valued by applying these techniques under the premise of the assets’ values to a prudent investor contemplating retention and use of the assets in an ongoing business. The valuation analysis considered financial and other information from management and various public, financial and industry sources. The valuation analysis required significant judgments and estimates, primarily regarding expected growth rates and the discount rate. Expected growth rates were determined based on internally developed projections considering our future financial plans. The discount rate used was estimated based on an analysis of our weighted average cost of capital, which considered market assumptions and other risk premiums estimated by the independent valuation firm assisting us with the valuation of our intangible assets. Estimates could be materially impacted by factors such as specific industry conditions and changes in growth trends. The assumptions used were management’s best estimates based on projected results and market conditions as of the closing date of the Merger.

The goodwill resulting from the Merger was $564.1 million. Given the significant amount of goodwill and other intangible assets as a result of the Merger, any future impairment of goodwill and other intangible assets could have an adverse effect on our results of operations and financial position.

Pensions. Our pension costs are developed from actuarial valuations. Inherent in these valuations are key assumptions including discount rates and expected return on plan assets. In selecting these assumptions, management considers current market conditions, including changes in interest rates and market returns on plan assets. Changes in the related pension benefit costs may occur in the future due to changes in assumptions. See Note 17 of the consolidated financial statements for further analysis regarding the sensitivity of the key assumptions applied in the actuarial valuations.

40

Product Warranty Costs and Service Returns. Consistent with industry practice, we provide to homeowners limited warranties on certain products, primarily related to window and siding product categories. Warranties are of varying lengths of time from the date of purchase up to and including lifetime. Warranties cover product failures such as seal failures for windows and fading and peeling for siding products, as well as manufacturing defects. We have various options for remedying product warranty claims including repair, refinishing or replacement and directly incur the cost of these remedies. Warranties also become reduced under certain conditions of time and change in home ownership. Certain metal coating suppliers provide warranties on materials sold to us that mitigate the costs incurred by us.

As a result of the Merger and the application of purchase accounting, we adjusted our warranty reserves to represent an estimate of the fair value of the liability as of the closing date of the Merger. The estimated fair value of the liability was based on an actuarial calculation performed by an independent actuary which projected future remedy costs using historical data trends of claims incurred, claims payments and sales history of products to which such costs relate. The fair value of the expected future remedy costs related to products sold prior to the Merger was based on the actuarially determined estimates of expected future remedy costs and other factors and assumptions we believe market participants would use in valuing the warranty reserves. These other factors and assumptions included inputs for claims administration costs, confidence adjustments for uncertainty in the estimates of expected future remedy costs and a discount factor to arrive at the liability at the date of the Merger. The excess of the estimated fair value over the expected future remedy costs of $9.5 million, which is included in our warranty reserve at the date of the Merger, will be amortized as a reduction of warranty expense over the expected term such warranty claims will be satisfied. Prior to the Merger, the reserves for future warranty costs were based on our estimates of such future costs. We believe that the newly adopted actuarial method provides us additional information to base our estimates of the expected future remedy costs and is a preferable method for estimating warranty reserves. The provision for warranties is reported within cost of sales in the consolidated statements of operations.

CERTAIN FORWARD-LOOKING STATEMENTS

All statements (other than statements of historical facts) included in this report regarding the prospects of the industry and our prospects, plans, financial position and business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “should,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue” or the negatives of these terms or variations of them or similar terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, it does not assure that these expectations will prove to be correct. Such statements reflect the current views of our management with respect to our operations, results of operations and future financial performance. The following factors are among those that may cause actual results to differ materially from the forward-looking statements:

• our operations and results of operations;

• declines in remodeling and home building industries, economic conditions and changes in interest rates, foreign currency exchange rates and other conditions;

• deteriorations in availability of consumer credit, employment trends, levels of consumer confidence and spending and consumer preferences;

• changes in raw material costs and availability of raw materials and finished goods;

• the unavailability, reduction or elimination of government and economic home buying and remodeling incentives;

• our ability to continuously improve organizational productivity and global supply chain efficiency and flexibility;

• market acceptance of price increases;

• declines in national and regional trends in home remodeling and new housing starts;

• increases in competition from other manufacturers of vinyl and metal exterior residential building products as well as alternative building products;

• changes in weather conditions;

• consolidation of our customers;

41

• our ability to attract and retain qualified personnel;

• our ability to comply with certain financial covenants in the indenture governing our notes and ABL facilities;

• declines in market demand;

• our substantial level of indebtedness;

• increases in our indebtedness;

• increases in costs of environmental compliance or environmental liabilities;

• increases in warranty or product liability claims;

• increases in capital expenditure requirements; and

• the other factors discussed under Item 1A. “Risk Factors” and elsewhere in this report.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included in this report. These forward-looking statements speak only as of the date of this report. We do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, unless the securities laws require us to do so.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

We have outstanding borrowings under our ABL facilities and may incur additional borrowings from time to time for general corporate purposes, including working capital and capital expenditures. The interest rate applicable to outstanding loans under the ABL facilities is, at our option, equal to either a United States or Canadian adjusted base rate plus an applicable margin ranging from 1.50% to 2.00%, or LIBOR plus an applicable margin ranging from 2.50% to 3.00%, with the applicable margin in each case depending on our quarterly average “excess availability” (as defined). At January 1, 2011, we had borrowings outstanding of $58.0 million under the ABL facilities. The effect of a 1.00% increase or decrease in interest rates would increase or decrease total annual interest expense by approximately $0.6 million.

We have $730.0 million aggregate principal at maturity in 2017 of senior secured notes that bear a fixed interest rate of 9.125%. The fair value of our 9.125% notes is sensitive to changes in interest rates. In addition, the fair value is affected by our overall credit rating, which could be impacted by changes in our future operating results. As our offer to exchange all of our outstanding privately placed 9.125% notes for newly registered 9.125% notes has not been completed as of the date of this filing, the fair value of our 9.125% notes at January 1, 2011 was estimated to be $730.0 million based upon the pricing determined in the private offering of the 9.125% notes at the time of issuance in October 2010.

FOREIGN CURRENCY EXCHANGE RATE RISK

Our revenues are primarily from domestic customers and are realized in U.S. dollars. However, we realize revenues from sales made through Gentek’s Canadian distribution centers in Canadian dollars. Our Canadian manufacturing facilities acquire raw materials and supplies from U.S. vendors, which results in foreign currency transactional gains and losses upon settlement of the obligations. Payment terms among Canadian manufacturing facilities and these vendors are short-term in nature. We may, from time to time, enter into foreign exchange forward contracts with maturities of less than three months to reduce its exposure to fluctuations in the Canadian dollar. At January 1, 2011, we were a party to foreign exchange forward contracts for Canadian dollars, the value of which was immaterial at January 1, 2011.

42

We experienced foreign currency translation gains of $3.0 million, net of tax, for the predecessor period January 3, 2010 to October 12, 2010 and foreign currency translation gains of $5.2 million, net of tax, for the successor period October 13, 2010 to January 1, 2011, which were included in accumulated other comprehensive loss. A 10% strengthening or weakening from the levels experienced during 2010 of the U.S. dollar relative to the Canadian dollar would have resulted in an approximately $2.3 million decrease or increase, respectively, in net income for the predecessor period January 3, 2010 to October 12, 2010. In addition, a 10% strengthening or weakening from the levels experienced during 2010 of the U.S. dollar relative to the Canadian dollar would have resulted in an approximately $0.4 million decrease or increase, respectively, in net income for the successor period October 13 to January 1, 2011.

COMMODITY PRICE RISK

See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Effects of Inflation” for a discussion of the market risk related to our principal raw materials — vinyl resin, aluminum, and steel.

43

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ASSOCIATED MATERIALS, LLC

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Reports of Independent Registered Public Accounting Firms	45
Consolidated Balance Sheets as of January 1, 2011 (Successor) and January 2, 2010 (Predecessor)	47
Consolidated Statements of Operations	48
October 13, 2010 through January 1, 2011 (Successor)
January 3, 2010 through October 12, 2010 (Predecessor)
Years Ended January 2, 2010 and January 3, 2009 (Predecessor)
Consolidated Statements of Member’s Equity / Stockholders’ (Deficit) and Comprehensive Income (Loss)	49
October 13, 2010 through January 1, 2011 (Successor)
January 3, 2010 through October 12, 2010 (Predecessor)
Years Ended January 2, 2010 and January 3, 2009 (Predecessor)
Consolidated Statements of Cash Flows	50
October 13, 2010 through January 1, 2011 (Successor)
January 3, 2010 through October 12, 2010 (Predecessor)
Years Ended January 2, 2010 and January 3, 2009 (Predecessor)
Notes to Consolidated Financial Statements	51

44

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of
Associated Materials, LLC

We have audited the accompanying consolidated balance sheet of Associated Materials, LLC and subsidiaries (the “Company”) as of January 1, 2011, and the related consolidated statements of operations, member’s equity and comprehensive income (loss), and cash flows for the period from October 13, 2010 to January 1, 2011. We have also audited the consolidated balance sheet of AMH Holdings II, Inc. and subsidiaries (the “Predecessor”) as of January 2, 2010, and the related consolidated statements of operations, stockholders’ (deficit) and comprehensive income (loss), and cash flows for the period from January 3, 2010 to October 12, 2010 and the year ended January 2, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the 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. The Company is not required to have, nor were we engaged to perform, an audit of its 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 or the Predecessor’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, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company at January 1, 2011, and the results of its operations and its cash flows for the period October 13, 2010 to January 1, 2011, and the financial position of the Predecessor at January 2, 2010, and the results of its operations and its cash flows for the period January 3, 2010 to October 12, 2010 and for the year ended January 2, 2010, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Cleveland, Ohio
April 1, 2011

45

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Member of
Associated Materials, LLC

We have audited the accompanying consolidated statements of operations, member's equity / stockholders’ (deficit) and comprehensive income (loss), and cash flows of Associated Materials, LLC and subsidiaries for the year ended January 3, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the 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 audit 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 audit provided a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of Associated Materials, LLC and subsidiaries for the year ended January 3, 2009, in conformity with U.S. generally accepted accounting principles.

/s/ ERNST & YOUNG LLP

Akron, Ohio
March 31, 2009

46

ASSOCIATED MATERIALS, LLC

CONSOLIDATED BALANCE SHEETS

(In thousands)

	January 1,			January 2,
	2011			2010
	Successor			Predecessor
ASSETS
Current assets:
Cash and cash equivalents	$	13,789		$	55,905
Accounts receivable, net of allowance for doubtful accounts of $9,203 at January 1, 2011 and $8,015 at January 2, 2010		118,408			114,355
Inventories		146,215			115,394
Income taxes receivable		3,291			3,905
Deferred income taxes		—			4,921
Prepaid expenses		8,995			8,945
Total current assets		290,698			303,425
Property, plant and equipment, net		137,862			109,037
Goodwill		566,423			231,263
Other intangible assets, net		731,014			96,081
Other assets		29,907			22,323
Total assets	$	1,755,904		$	762,129
LIABILITIES AND MEMBER’S EQUITY / STOCKHOLDERS’ (DEFICIT)
Current liabilities:
Accounts payable	$	90,190		$	87,580
Accrued liabilities		79,319			73,087
Deferred income taxes		19,989			2,312
Income taxes payable		2,506			1,112
Total current liabilities		192,004			164,091
Deferred income taxes		144,668			36,557
Other liabilities		132,755			61,326
Long-term debt		788,000			675,360
Commitments and contingencies
Convertible preferred stock, $.01 par value		—			150,000
Member’s Equity / Stockholders’ (Deficit)
Member’s equity:
Membership interest		553,507			—
Accumulated other comprehensive income		9,985			—
Accumulated deficit		(65,015	)		—
Total member’s equity		498,477			—
Stockholders’ deficit:
Class B common stock, $.01 par value:
Series I; Authorized shares — 2,583,801; issued shares — 500,000		—			5
Series II; Authorized shares — 2,083,801; issued shares — 1,221,076		—			11
Capital in excess of par		—			15
Accumulated other comprehensive loss		—			(7,810	)
Accumulated deficit		—			(317,426	)
Total stockholders’ deficit		—			(325,205	)
Total liabilities and member’s equity / stockholders’ (deficit)	$	1,755,904		$	762,129

See accompanying notes to consolidated financial statements.

47

ASSOCIATED MATERIALS, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

	October 13, 2010			January 3, 2010
	to			to			Years Ended
	January 1, 2011			October 12, 2010			January 2, 2010			January 3, 2009
	Successor			Predecessor			Predecessor			Predecessor
Net sales	$	269,249		$	897,938		$	1,046,107		$	1,133,956
Cost of sales		222,737			658,509			765,691			859,107
Gross profit		46,512			239,429			280,416			274,849
Selling, general and administrative expenses		53,543			159,448			204,610			212,025
Merger costs:
Transaction costs		7,411			38,416			—			—
Transaction bonuses		—			26,231			—			—
Stock option compensation		—			38,014			—			—
Manufacturing restructuring costs		—			—			5,255			1,783
(Loss) income from operations		(14,442	)		(22,680	)		70,551			61,041
Interest expense, net		16,120			58,759			77,352			82,567
Loss (gain) on debt extinguishment		25,129			(15,201	)		(29,665	)		—
Foreign currency loss (gain)		771			(184	)		(184	)		1,809
(Loss) income before income taxes		(56,462	)		(66,054	)		23,048			(23,335	)
Income taxes		8,553			5,220			2,390			53,062
Net income (loss)	$	(65,015	)	$	(71,274	)	$	20,658		$	(76,397	)

See accompanying notes to consolidated financial statements.

48

ASSOCIATED MATERIALS, LLC

CONSOLIDATED STATEMENTS OF MEMBER’S EQUITY / STOCKHOLDERS’ (DEFICIT)

AND COMPREHENSIVE INCOME (LOSS)

(In thousands)

									Accumulated						Total
									Other			Accumulated			Member’s
					Capital in				Comprehensive			(Deficit) /			Equity/
	Common Stock				Excess		Membership		Income			Retained			Stockholders’
Predecessor	Shares		Amount		Of Par		Interest		(Loss)			Earnings			(Deficit)
Balance at December 29, 2007		1,721,076	$	16	$	15	$	—	$	7,179		$	(261,687	)	$	(254,477	)
Comprehensive loss:
Net loss				—		—		—		—			(76,397	)		(76,397	)
Unrecognized prior service cost and net loss, net of tax				—		—		—		(9,377	)		—			(9,377	)
Foreign currency translation adjustments				—		—		—		(16,615	)		—			(16,615	)
Total comprehensive loss																(102,389	)
Balance at January 3, 2009		1,721,076		16		15		—		(18,813	)		(338,084	)		(356,866	)
Comprehensive income:
Net income				—		—		—		—			20,658			20,658
Unrecognized prior service cost and net gain, net of tax				—		—		—		217			—			217
Foreign currency translation adjustments, net of tax				—		—		—		10,786			—			10,786
Total comprehensive income																31,661
Balance at January 2, 2010		1,721,076		16		15		—		(7,810	)		(317,426	)		(325,205	)
Comprehensive loss:
Net loss				—		—		—		—			(71,274	)		(71,274	)
Unrecognized prior service cost and net loss, net of tax				—		—		—		(12,663	)		—			(12,663	)
Foreign currency translation adjustments, net of tax				—		—		—		3,023			—			3,023
Total comprehensive loss				—		—		—					—			(80,914	)
Accrued stock options				—		38,014		—		—			—			38,014
Accrued warrants				—		806		—		—			—			806
Excess tax benefit on stock options				—		1,817		—		—			—			1,817
Balance at October 12, 2010		1,721,076	$	16	$	40,652	$	—	$	(17,450	)	$	(388,700	)	$	(365,482	)
Successor
Balance at October 13, 2010			$	—	$	—	$	—	$	—		$	—		$	—
Equity contribution				—		—		553,507		—			—			553,507
Comprehensive loss:
Net loss				—		—		—		—			(65,015	)		(65,015	)
Unrecognized prior service cost and net gain, net of tax				—		—		—		4,799			—			4,799
Foreign currency translation adjustments				—		—		—		5,186			—			5,186
Total comprehensive loss																(55,030	)
Balance at January 1, 2011		—	$	—	$	—	$	553,507	$	9,985		$	(65,015	)	$	498,477

See accompanying notes to consolidated financial statements.

49

ASSOCIATED MATERIALS, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	October 13, 2010			January 3, 2010			Years Ended
	to			to			January 2,			January 3,
	January 1, 2011			October 12, 2010			2010			2009
	Successor			Predecessor			Predecessor			Predecessor
OPERATING ACTIVITIES
Net income (loss)	$	(65,015	)	$	(71,274	)	$	20,658		$	(76,397	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization		10,498			17,582			22,169			22,698
Deferred income taxes		8,267			4,278			1,444			41,905
Impact of inventory step-up		23,091			—			—			—
Provision for losses on accounts receivable		1,343			3,292			10,363			8,000
Loss on sale or disposal of assets other than by sale		—			43			509			2,060
Loss (gain) on debt extinguishment		25,129			(15,201	)		(29,665	)		—
Amortization of deferred financing costs		914			3,203			12,843			53,182
Compensation expense related to stock options		—			38,014			—			—
Compensation expense related to warrants		—			806			—			—
Debt accretion		—			201			—			—
Non-cash portion of manufacturing restructuring costs		—			—			5,255			1,577
Amortization of management fee		—			—			500			500
Changes in operating assets and liabilities:
Accounts receivable		42,933			(49,940	)		(2,909	)		5,679
Inventories		13,128			(41,998	)		30,392			(13,532	)
Prepaid expenses		(1,258	)		1,712			1,326			(391	)
Accounts payable		(67,762	)		68,507			28,794			(18,517	)
Accrued liabilities		(63,501	)		69,282			16,861			(8,567	)
Income taxes receivable/payable		(98	)		(1,204	)		(4,416	)		(5,370	)
Other assets		(32	)		(566	)		2,315			(1,739	)
Other liabilities		222			1,832			2,262			(3,137	)
Net cash (used in) provided by operating activities		(72,141	)		28,569			118,701			7,951
INVESTING ACTIVITIES
Acquisition, net of assumed debt		(557,591	)		—			—			—
Capital expenditures		(5,160	)		(10,302	)		(8,733	)		(11,498	)
Proceeds from sale of assets		—			—			—			25
Net cash used in investing activities		(562,751	)		(10,302	)		(8,733	)		(11,473	)
FINANCING ACTIVITIES
Net borrowings under ABL facilities		58,000			—			—			—
Net (repayments) borrowings under prior ABL Facility		—			(10,000	)		(46,000	)		56,000
Repayment of Predecessor long-term debt, including redemption premiums and interest		(719,972	)		—			—			—
Repayment of term loan		—			—			—			(61,000	)
Excess tax benefit from redemption of options		—			1,817			—			—
Issuance of senior notes		730,000			—			217,514			—
Equity contribution		553,507			—			—			—
Financing costs		(39,211	)		(223	)		(16,802	)		(5,371	)
Cash paid to redeem senior notes		—			—			(216,013	)		—
Troubled debt interest payments		—			—			(1,037	)		—
Net cash provided by (used in) financing activities		582,324			(8,406	)		(62,338	)		(10,371	)
Effect of exchange rate changes on cash and cash equivalents		75			516			1,566			(1,001	)
Net (decrease) increase in cash and cash equivalents		(52,493	)		10,377			49,196			(14,894	)
Cash and cash equivalents at beginning of the period		66,282			55,905			6,709			21,603
Cash and cash equivalents at end of the period	$	13,789		$	66,282		$	55,905		$	6,709
Supplemental Information:
Cash paid for interest	$	8,729		$	60,601		$	49,159		$	29,402
Cash paid for income taxes	$	280		$	292		$	6,064		$	16,860

See accompanying notes to consolidated financial statements.

50

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES

NATURE OF OPERATIONS

Associated Materials, LLC (the “Company”) was originally formed in Delaware in 1983 and is a leading, vertically integrated manufacturer and distributor of exterior residential building products in the United States and Canada. The Company’s core products are vinyl windows, vinyl siding, aluminum trim coil, and aluminum and steel siding and accessories. In addition, the Company distributes third-party manufactured products primarily through its supply centers.

BASIS OF PRESENTATION

Associated Materials, LLC is a wholly owned subsidiary of AMH Intermediate Holdings Corp. (“Holdings”). Holdings is a wholly owned subsidiary of AMH Investment Holdings Corp. (“Parent”), which is controlled by investment funds affiliated with Hellman & Friedman LLC (“H&F”). Holdings and Parent do not have material assets or operations other than a direct or indirect ownership of the membership interest of the Company.

Prior to the Merger (see Note 2) completed on October 13, 2010, the Company was a wholly owned subsidiary of Associated Materials Holdings, LLC, which was a wholly owned subsidiary of AMH Holdings, LLC (“AMH”), which was a wholly owned subsidiary of AMH Holdings II, Inc. (“AMH II”), which was controlled by affiliates of Investcorp S.A. and Harvest Partners, L.P. Upon completion of the Merger, the Company’s then existing direct and indirect parent companies were merged into the Company.

The financial statements for the period January 3, 2010 to October 12, 2010, and the years ended January 2, 2010 and January 3, 2009 have been presented to reflect the financial results of the Company and its former direct and indirect parent companies, Associated Materials Holdings, LLC, AMH and AMH II (together, the “Predecessor”). The financial statements for the period October 13, 2010 to January 1, 2011 have been presented to reflect the financial results of the Company subsequent to the Merger (the “Successor”). The Company’s financial position, results of operations and cash flows prior to the date of the Merger include the activity and results of its former direct and indirect parent companies, which principally consisted of borrowings and related interest expense, and are presented as the results of the Predecessor. The results of operations, including the Merger and results thereafter, are presented as the results of the Successor.

The Company operates on a 52/53 week fiscal year that ends on the Saturday closest to December 31st. The Company’s 2010, 2009, and 2008 fiscal years ended on January 1, 2011, January 2, 2010, and January 3, 2009, respectively. The fiscal year ended January 3, 2009 included 53 weeks of operations, with the additional week recorded in the fourth quarter of fiscal 2008. The fiscal years ended January 1, 2011 and January 2, 2010 included 52 weeks of operations.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances are eliminated in consolidation.

51

USE OF ESTIMATES

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, the Company evaluates its estimates, including those related to customer programs and incentives, bad debts, inventories, warranties, valuation allowance for deferred tax assets, share-based compensation and pensions and postretirement benefits. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

REVENUE RECOGNITION

The Company primarily sells and distributes its products through two channels: direct sales from its manufacturing facilities to independent distributors and dealers and sales to contractors through its company-operated supply centers. Direct sales revenue is recognized when the Company’s manufacturing facility ships the product. Sales to contractors are recognized either when the contractor receives product directly from the supply centers or when the supply centers deliver the product to the contractor’s job site. For both direct sales to independent distributors and dealers and sales generated from the Company’s supply centers, revenue is not recognized until collectibility is reasonably assured. A substantial portion of the Company’s sales is in the repair and replacement segment of the building products industry. Therefore, vinyl windows are manufactured to specific measurement requirements received from the Company’s customers. In 2010, 2009 and 2008, sales to one customer represented approximately 14%, 13% and 11% of total net sales, respectively.

Revenues are recorded net of estimated returns, customer incentive programs and other incentive offerings including special pricing agreements, promotions and other volume-based incentives. Revisions to these estimates are charged to income in the period in which the facts that give rise to the revision become known. On contracts involving installation, revenue is recognized when the installation is complete. The Company collects sales, use, and value added taxes that are imposed by governmental authorities on and concurrent with sales to the Company’s customers. Revenues are presented net of these taxes as the obligation is included in accrued liabilities until the taxes are remitted to the appropriate taxing authorities.

The Company offers certain sales incentives to customers who become eligible based on the level of purchases made during the calendar year and are accrued as earned throughout the year. The sales incentives programs are considered customer volume rebates, which are typically computed as a percentage of customer sales, and in certain instances the rebate percentage may increase as customers achieve sales hurdles. Volume rebates are accrued throughout the year based on management estimates of customers’ annual sales volumes and the expected annual rebate percentage achieved. For these programs, the Company does not receive an identifiable benefit in exchange for the consideration, and therefore, the Company characterizes the volume rebate to the customer as a reduction of revenue in the Company’s consolidated statement of operations.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

52

ACCOUNTS RECEIVABLE

The Company records accounts receivable at selling prices which are fixed based on purchase orders or contractual arrangements. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The allowance for doubtful accounts is based on review of the overall condition of accounts receivable balances and review of significant past due accounts. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Changes in the allowance for doubtful accounts on accounts receivable consist of (in thousands):

	October 13, 2010			January 3, 2010			Years Ended
	to			to			January 2,			January 3,
	January 1, 2011			October 12, 2010			2010			2009
	Successor			Predecessor			Predecessor			Predecessor
Balance at beginning of period	$	9,471		$	8,015		$	13,160		$	9,363
Provision for losses		1,343			3,292			10,363			8,000
Losses sustained (net of recoveries)		(1,611	)		(1,836	)		(15,508	)		(4,203	)
Balance at end of period	$	9,203		$	9,471		$	8,015		$	13,160

INVENTORIES

Inventories are valued at the lower of cost (first-in, first-out) or market. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions.

The Company has a contract with its resin supplier through December 2015 to supply substantially all of its vinyl resin requirements. The Company believes that other suppliers could also meet its requirements for vinyl resin beyond 2015 on commercially acceptable terms.

PROPERTY, PLANT AND EQUIPMENT

Additions to property, plant and equipment are stated at cost. The cost of maintenance and repairs of property, plant and equipment is charged to operations in the period incurred. Depreciation is provided by the straight-line method over the estimated useful lives of the assets, which generally are as follows:

Building and improvements	7 to 40 years
Computer equipment	3 to 5 years
Machinery and equipment	3 to 15 years

LONG-LIVED ASSETS WITH DEPRECIABLE OR AMORTIZABLE LIVES

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Depreciation on assets held for sale is discontinued and such assets are reported at the lower of the carrying amount or fair value less costs to sell.

As a result of the Merger completed during the fourth quarter of 2010, the Company engaged an independent valuation firm to assist management in the estimation of the fair values of certain tangible and intangible assets. The valuation analyses were based on the definition of fair value as promulgated in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, and ASC 820, Fair Value Measurements and Disclosures (formerly SFAS No. 157). The analysis was performed as of October 13, 2010, which was the closing date of the Merger.

The valuation analysis considered various valuation approaches, including the income approach, market approach and cost approach. The assets were valued by applying these techniques under the premise of the assets’ values to a prudent investor contemplating retention and use of the assets in an ongoing business. The valuation analysis considered financial and other information from management and various public, financial and industry sources. The valuation analysis required significant judgments and estimates, primarily regarding expected growth rates, royalty rates and discount rates. Expected growth rates were determined based on internally developed projections considering future financial plans of the Company. Royalty rates were estimated based on review of publicly disclosed royalty rates for similar products and based on an analysis of economic profit attributable to the Company’s brands. The discount rates used were estimated based on the Company’s weighted average cost of capital, which considered market assumptions and other risk premiums estimated by the independent valuation firm assisting the Company with the valuation of its intangible assets. Estimates could be materially impacted by factors such as specific industry conditions and changes in growth trends. The assumptions used were management’s best estimates based on projected results and market conditions as of the closing date of the Merger.

53

GOODWILL AND OTHER INTANGIBLE ASSETS WITH INDEFINITE LIVES

The Company reviews goodwill and other intangible assets with indefinite lives for impairment on an annual basis, or more frequently if events or circumstances change that would impact the value of these assets, in accordance with ASC 350, Intangibles—Goodwill and Other (formerly SFAS No. 142). The impairment test is conducted using an income approach. As the Company does not have a market for its equity, management performs the annual impairment analysis utilizing a discounted cash flow model, which considers forecasted operating results discounted at an estimated weighted average cost of capital. The Company usually conducts its impairment test over its goodwill and other intangible assets with indefinite lives at the beginning of the fourth quarter of each year. With the Merger completed near the beginning of the fourth quarter of 2010 and the application of the purchase accounting fair value adjustments recorded during the fourth quarter, an impairment test was not performed as no indicators of impairment were noted during this same time period.

PRODUCT WARRANTY COSTS AND SERVICE RETURNS

Consistent with industry practice, the Company provides to homeowners limited warranties on certain products, primarily related to window and siding product categories. Warranties are of varying lengths of time from the date of purchase up to and including lifetime. Warranties cover product failures such as seal failures for windows and fading and peeling for siding products, as well as manufacturing defects. The Company has various options for remedying product warranty claims including repair, refinishing or replacement and directly incurs the cost of these remedies. Warranties also become reduced under certain conditions of time and change in home ownership. Certain metal coating suppliers provide warranties on materials sold to the Company that mitigate the costs incurred by the Company. Reserves for future warranty costs are provided based on management’s estimates of such future costs using historical trends of claims experience, sales history of products to which such costs relate, and other factors.

As a result of the Merger and the application of purchase accounting, the Company adjusted its warranty reserves to represent an estimate of the fair value of the liability as of the closing date of the Merger. The estimated fair value of the liability was based on an actuarial calculation performed by an independent actuary which projected future remedy costs using historical data trends of claims incurred, claims payments and sales history of products to which such costs relate. The fair value of the expected future remedy costs related to products sold prior to the Merger was based on the actuarially determined estimates of expected future remedy costs and other factors and assumptions the Company believes market participants would use in valuing the warranty reserves. These other factors and assumptions included inputs for claims administration costs, confidence adjustments for uncertainty in the estimates of expected future remedy costs and a discount factor to arrive at the estimated fair value of the liability at the date of the Merger. The excess of the estimated fair value over the expected future remedy costs of $9.5 million, which is included in the Company’s warranty reserve at the date of the Merger, will be amortized as a reduction of warranty expense over the expected term such warranty claims will be satisfied. Prior to the Merger, the reserves for future warranty costs were based on management estimates of such future costs. Management believes that the newly adopted actuarial method provides management additional information to base its estimates of the expected future remedy costs and is a preferable method for estimating warranty reserves. The provision for warranties is reported within cost of sales in the consolidated statements of operations.

54

A reconciliation of warranty reserve activity is as follows for the successor period ended January 1, 2011, the predecessor period ended October 12, 2010 and the years ended January 2, 2010, and January 3, 2009 (in thousands):

	October 13, 2010			January 3, 2010			Years Ended
	to			to			January 2,			January 3,
	January 1, 2011			October 12, 2010			2010			2009
	Successor			Predecessor			Predecessor			Predecessor
Balance at beginning of period	$	93,387		$	33,016		$	29,425		$	28,684
Provision for warranties issued and changes in estimates for pre-existing warranties		2,599			7,602			9,421			8,658
Claims paid		(1,441	)		(5,675	)		(6,603	)		(6,922	)
Foreign currency translation		167			210			773			(995	)
Balance at end of period	$	94,712		$	35,153		$	33,016		$	29,425

INCOME TAXES

The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities be recognized for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. It also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company reviews the recoverability of any tax assets recorded on the balance sheet and provides any necessary allowances as required. At the beginning of its 2007 fiscal year, the Company began applying the provisions of the ASC 740 as it relates to the measurement and recognition of tax benefits associated with uncertain tax positions. The Company recognizes interest and penalties related to uncertain tax positions within income tax expense.

DERIVATIVES AND HEDGING ACTIVITIES

In accordance with FASB ASC 815, Derivatives and Hedging (formerly SFAS No. 133), all of the Company’s derivative instruments are recognized on the balance sheet at their fair value. The Company uses techniques designed to mitigate the short-term effect of exchange rate fluctuations of the Canadian dollar on its operations by entering into foreign exchange forward contracts. The Company does not speculate in foreign currencies or derivative financial instruments. Gains or losses on foreign exchange forward contracts are recorded within foreign currency (gain) loss on the accompanying consolidated statements of operations. At January 1, 2011, the Company was a party to foreign exchange forward contracts for Canadian dollars. The value of these contracts at January 1, 2011 was immaterial.

STOCK PLANS

On January 1, 2006, the Company adopted SFAS No. 123 (Revised), “Share-Based Payment,” to account for employee stock-based compensation. SFAS No. 123 (Revised) requires companies that used the minimum value method for pro forma disclosure purposes in accordance with SFAS No. 123 to adopt the new standard prospectively. As a result, the Company continued to account for stock options granted prior to January 1, 2006 using the APB Opinion No. 25 intrinsic value method through October 12, 2010. For stock options granted after January 1, 2006, the Company recognizes expense for all employee stock-based compensation awards using a fair value method in the financial statements over the requisite service period, in accordance with FASB ASC 718, Compensation — Stock Compensation (formerly SFAS No. 123 (Revised)). During 2010, in connection with the Merger, certain options were modified, and all outstanding options were redeemed or cancelled. As a result, the Company recognized stock compensation expense of $38.0 million during 2010. As of January 1, 2011, there were no outstanding stock options which would be accounted for under the intrinsic value method.

55

COST OF SALES AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

For products manufactured by the Company, cost of sales includes the purchase cost of raw materials, net of vendor rebates, payroll and benefit costs for direct and indirect labor incurred at the Company’s manufacturing locations including purchasing, receiving and inspection, inbound freight charges, freight charges to deliver product to the Company’s supply centers, and freight charges to deliver product to the Company’s independent distributor and dealer customers. It also includes all variable and fixed costs incurred to operate and maintain the manufacturing locations and machinery and equipment, such as lease costs, repairs and maintenance, utilities and depreciation. For third-party manufactured products, which are sold through the Company’s supply centers such as roofing materials, insulation and installation equipment and tools, cost of sales includes the purchase cost of the product, net of vendor rebates, as well as inbound freight charges.

As a result of the Merger, the Company’s inventory was increased by approximately $23.1 million to reflect fair market value. The impact to the Company’s consolidated statement of operations was an increase to its cost of goods sold of approximately $23.1 million during the successor period October 13, 2010 to January 1, 2011 as the related inventory was sold and replaced by manufactured inventory valued at cost.

Selling, general and administrative expenses include payroll and benefit costs including incentives and commissions of its supply center employees, corporate employees and sales representatives, building lease costs of its supply centers, delivery vehicle costs and other delivery charges incurred to deliver product from its supply centers to its contractor customers, sales vehicle costs, marketing costs, customer sales rewards, other administrative expenses such as supplies, legal, accounting, consulting, travel and entertainment as well as all other costs to operate its supply centers and corporate office. The customer sales rewards programs offer customers the ability to earn points based on purchases, which can be redeemed for products or services procured through independent third-party suppliers. The costs of the rewards programs are accrued as earned throughout the year based on estimated payouts under the program. Total customer rewards costs reported as a component of selling, general and administrative expenses for each of the years ended January 1, 2011, January 2, 2010, and January 3, 2009 were less than 1% of net sales. Shipping and handling costs included in selling, general and administrative expense totaled approximately $6.1 million for the successor period October 13, 2010 to January 1, 2011 and $21.4 million, $26.4 million and $28.9 million for the predecessor period January 3, 2010 to October 12, 2010, and the years ended January 2, 2010 and January 3, 2009, respectively.

LEASE OBLIGATIONS

Lease expense for certain operating leases that have escalating rentals over the term of the lease is recorded on a straight-line basis over the life of the lease, which commences on the date the Company has the right to control the property. The cumulative expense recognized on a straight-line basis in excess of the cumulative payments is included in accrued liabilities in the consolidated balance sheets. Capital improvements that may be required to make a building suitable for the Company’s use are incurred by the landlords and are made prior to the Company having control of the property (lease commencement date), and are therefore, incorporated into the determination of the lease rental rate.

In connection with the Merger and the application of purchase accounting, the Company evaluated its operating leases and recorded adjustments to reflect the fair market values of its operating leases. As a result, a favorable lease asset and an unfavorable lease liability were recorded based on the current market analysis. The favorable lease asset and unfavorable lease liability are being amortized over the related remaining lease terms and are reported within lease expense in the consolidated statement of operations beginning October 13, 2010.

56

MARKETING AND ADVERTISING

The Company expenses marketing and advertising costs as incurred. Marketing and advertising expense was $2.7 million for the successor period October 13, 2010 to January 1, 2011 and $9.5 million, $12.5 million and $13.2 million for the predecessor period January 3, 2010 to October 12, 2010, and the years ended January 2, 2010 and January 3, 2009, respectively. Marketing materials included in prepaid expenses were $2.5 million and $2.8 million at January 1, 2011 and January 2, 2010, respectively.

FOREIGN CURRENCY TRANSLATION

The financial position and results of operations of the Company’s Canadian subsidiary are measured using Canadian dollars as the functional currency. Assets and liabilities of the subsidiary are translated into U.S. dollars at the exchange rate in effect at each reporting period end. Income statement and cash flow amounts are translated into U.S. dollars at the average exchange rates prevailing during the year. Accumulated other comprehensive income (loss) in member’s equity includes translation adjustments arising from the use of different exchange rates from period to period. Included in net income are the gains and losses arising from transactions denominated in a currency other than Canadian dollars occurring in the Company’s Canadian subsidiary.

RECENT ACCOUNTING PRONOUNCEMENTS

On January 1, 2011, the Company adopted Accounting Standards Update (“ASU”) 2010-29, Disclosure of Supplementary Pro Forma Information for Business Combinations, (“ASU 2010-29”), which is codified in ASC Topic 805, Business Combinations. This pronouncement provides guidance on pro forma revenue and earnings disclosure requirements for business combinations. Adoption of ASU 2010-29 did not have a material effect on the Company’s consolidated financial statements.

In January 2010, the FASB issued ASU 2010-6, Improving Disclosures about Fair Value Measurements (“ASU 2010-6”). This update requires additional disclosure within the rollforward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy. In addition, the update requires enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3. The new disclosure requirements are effective for interim and annual periods beginning after December 15, 2009, except for the disclosure of purchases, sales, issuances and settlements of Level 3 measurements, which are effective for fiscal years beginning after December 15, 2010. The Company adopted the required provisions of ASU 2010-6 for the period beginning January 3, 2010; however, adoption of this amendment did not have a material impact on the Company’s consolidated financial statements. Refer to Note 17 for further discussion. The Company does not expect the adoption of the remaining provisions of this update to have a material effect on its consolidated financial statements.

2. BUSINESS COMBINATION

On October 13, 2010, AMH II, the then indirect parent company of the Company, completed its merger (the “Acquisition Merger”) with Carey Acquisition Corp. (“Merger Sub”), pursuant to the terms of the Agreement and Plan of Merger, dated as of September 8, 2010 (the “Merger Agreement”), among Carey Investment Holdings Corp. (now known as AMH Investment Holdings Corp.) (“Parent”), Carey Intermediate Holdings Corp. (now known as AMH Intermediate Holdings Corp.), a wholly-owned direct subsidiary of Parent (“Holdings”), Merger Sub, a wholly-owned direct subsidiary of Holdings, and AMH II, with AMH II surviving such merger as a wholly-owned direct subsidiary of Holdings. After a series of additional mergers (the “Downstream Mergers,” and together with the “Acquisition Merger,” the “Merger”), AMH II merged with and into the Company, with the Company surviving such merger as a wholly-owned direct subsidiary of Holdings. As a result of the Merger, the Company is now an indirect wholly-owned subsidiary of Parent. Approximately 98% of the capital stock of Parent is owned by investment funds affiliated with H&F. The Merger was completed to provide a liquidity event for the Company’s then indirect parent company and to provide the Company with additional growth opportunities and access to capital in order to capitalize on the long-term growth prospects of the business.

57

Upon consummation of the Merger, the holders of AMH II equity (including “in-the-money” stock options and warrants outstanding immediately prior to the consummation of the Acquisition Merger), received consideration consisting of approximately $600 million in cash, less (1) $16.2 million paid to affiliates of Harvest Partners and Investcorp in accordance with the management services agreement with Harvest Partners and (2) $26.2 million of transaction bonuses paid to senior management and certain other employees in connection with the Merger. Immediately prior to the consummation of the Merger, all outstanding shares of AMH II preferred stock were converted into shares of AMH II common stock.

In connection with the consummation of the Merger, the Company repaid and terminated the prior ABL Facility and repaid the 20% Senior Notes due 2014 (the “20% notes”). In addition, the Company called and discharged its obligations under the indentures governing the 9.875% Senior Secured Second Lien Notes due 2016 (the “9.875% notes”) and the 11 1/4% Senior Discount Notes due 2014 (the “11.25% notes”). Expenses related to the redemption of the prior ABL Facility and the 20% notes were recorded as a net gain on debt extinguishment of the Predecessor. Expenses related to the redemption of the 9.875% notes and the 11.25% notes were in part recognized as fair value increases to the debt balances in the allocation of purchase price, with the remaining redemption costs in excess of the fair value adjustments totaling $13.6 million recognized as a net loss on debt extinguishment in the Successor’s statement of operations.

The Merger and the repayment of the 9.875% notes, the 11.25% notes and the 20% notes and related expenses were financed with (1) $553.5 million in cash contributed by Parent (which includes $8.5 million invested by management), (2) the issuance of $730.0 million of 9.125% senior secured notes, (3) $73.0 million in cash drawn under the Company’s new $225.0 million asset-based lending facility (the “ABL facilities”) and (4) $45.9 million of cash from the Company’s balance sheet. In connection with the Merger and new debt structure, the Successor paid deferred financing fees of $39.2 million in the period ended January 1, 2011, which included $11.5 million related to an interim financing facility, which was negotiated, but ultimately not utilized and expensed by the Successor in net loss on debt extinguishment in the Successor’s statement of operations.

The Merger was accounted for using the acquisition method of accounting. The total purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values. The excess of the cost of the Merger over the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The goodwill recorded is the result of the ability to earn a higher rate of return from the acquired business than would be expected if the assets had to be acquired or developed separately and will not be deductible for federal income tax purposes. The increase in basis of the acquired assets and assumed liabilities will result in non-cash expenses (income) in future periods, principally related to the step-up in the value of inventory, property, plant and equipment, intangible assets and warranty liability.

The following table summarizes the fair values of the assets acquired and liabilities assumed on October 13, 2010 (in thousands):

Total current assets	$	423,548
Property, plant and equipment		137,152
Goodwill		564,072
Other intangible assets		734,100
Other assets		3,504
Total assets acquired		1,862,376
Total current liabilities		310,465
Deferred income taxes		147,796
Other liabilities		140,239
Long-term debt		706,285
Total liabilities assumed		1,304,785
Net assets acquired	$	557,591

58

The allocation of purchase price resulted in $564.1 million in goodwill and $734.1 million in other intangible assets, including $404.0 million of customer base intangibles with estimated useful lives ranging from 11 to 18 years and $330.1 million of marketing-based intangibles with indefinite lives.

In connection with the Merger, the Predecessor incurred certain transaction related costs, including investment banking fees and expenses, legal fees and expenses, sponsor fees payable to the Predecessor’s sponsors and other transaction related expenses, which have been classified as Merger costs in the Predecessor’s statement of operations. In addition, the Predecessor recorded transaction bonuses payable to certain members of management in connection with the completion of the Merger and stock option compensation expense in connection with the Merger related to the modification of certain Predecessor stock options and the fair value of an in-the-money stock option award granted immediately prior to the Merger. The Predecessor also recorded expense related to stock warrants payable as a result of the transaction, which has been classified as a reduction of net sales in accordance with FASB ASC 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”) in the Predecessor’s statement of operations. The Successor recorded transaction related expenses classified as Merger costs in the Successor’s statement of operations primarily for fees paid on behalf of Merger Sub related to due diligence activities.

Unaudited pro forma operating results of the Company giving effect to the Merger on January 3, 2010 and January 4, 2009 is summarized as follows (in thousands):

	Year Ended
	January 1,			January 2,
	2011			2010
Net sales (1)	$	1,167,993		$	1,046,107
Net income (loss) (2)		(58,456	)		9,041

(1)

Does not include $0.8 million of expense for stock warrants, which were redeemed for cash in connection with the Merger.

(2)

Does not include $143.9 million of non-recurring expenses directly related to the Merger as follows: (i) $38.4 million of Predecessor expenses including investment banking, legal and other expenses; (ii) $7.4 million of Successor expenses primarily including fees paid on behalf of Merger Sub related to due diligence activities; (iii) $26.2 million of transaction bonuses paid to senior management and certain employees in connection with the Merger; (iv) $38.0 million of stock option compensation expense recognized as a result of the modification of certain stock option awards in connection with the Merger and the fair value of an in-the-money stock option award granted immediately prior to the Merger; (v) $0.8 million of expense for stock warrants, which were redeemed for cash in connection with the Merger; (vi) $23.1 million for the amortization of the step-up in basis of inventory related to purchase accounting which is non-recurring; (vii) a $15.2 million net gain on debt extinguishment recorded by the Predecessor in connection with the Merger, which was related to the write-off of the troubled debt accrued interest associated with the redemption of the previously outstanding 13.625% notes and the write-off of the financing fees related to the prior ABL Facility; and (viii) a $25.1 million loss on debt extinguishment recorded by the Successor, which is comprised of $13.6 million related to the redemption of the previously outstanding 9.875% notes and 11.25% notes and $11.5 million of expense related to an interim financing facility, which was negotiated but ultimately not utilized, related to financing for the Merger.

3. RELATED PARTIES

In connection with the Merger, and in accordance with the amended and restated management agreement between Harvest Partners and the Company, and the transaction fee sharing agreement between Harvest Partners and Investcorp International Inc. (“III”), the Company paid (1) a transaction fee of $6.5 million and management fees for the remaining term of the amended and restated management agreement, including the cancellation notice period, of $3.2 million to Harvest Partners and (2) a transaction fee of $6.5 million to III. These fees were included in the Predecessor’s statement of operations as Merger costs for the period ended October 12, 2010. In addition, the Company paid $1.1 million to H&F in reimbursement for third party transaction related expenses incurred on behalf of Merger Sub primarily related to due diligence activities, which was recorded in the Successor’s statement of operations as Merger costs for the period ended January 1, 2011.

During the successor period ended January 1, 2011, the Company paid AlixPartners, LLP, a portfolio company of H&F, $2.2 million in connection with operational improvement projects, including projects related to purchasing, manufacturing, inventory and logistics, which is included in selling, general and administrative expenses.

The Company entered into a management advisory agreement with III for management advisory, strategic planning and consulting services, for which the Company paid III the total due under the agreement of $6.0 million on December 22, 2004. As described in the management advisory agreement with III, $4.0 million of this management fee related to services to be provided during the first year of the agreement, with $0.5 million related to services to be provided each year of the remaining four year term of the agreement. The term of the management advisory agreement ended on December 22, 2009. The Company expensed the prepaid management fee in accordance with the services provided over the life of the agreement and recorded $0.5 million of expense in connection with this agreement for each of the years ended January 2, 2010 and January 3, 2009, which is included in selling, general and administrative expenses in the consolidated statements of operations.

59

On November 5, 2009, the Company entered into a financing advisory services agreement with III, which financing advisory services agreement provided for the payment to III of a one-time fee in exchange for certain financing advisory services. In connection with such agreement, a fee, equal to 0.667%, or approximately $1.3 million, of the total proceeds of the offering of the Company’s previously outstanding 9.875% Senior Secured Second Lien Notes due 2016 (the “9.875% notes”) was paid to III upon the issuance of the 9.875% notes. The fee was capitalized as a debt issuance cost and was recorded within other assets on the consolidated balance sheet.

The Company entered into an amended and restated management agreement with Harvest Partners in December 2004 for financial advisory and strategic planning services. For these services, Harvest Partners received an annual fee payable on a quarterly basis in advance, beginning on the date of execution of the original agreement. The fee was adjusted on a yearly basis in accordance with the U.S. Consumer Price Index. The Company paid approximately $0.7 million, $0.9 million and $0.9 million of management fees to Harvest Partners for the predecessor period ended October 12, 2010 and the years ended January 2, 2010 and January 3, 2009, respectively, which are included in selling, general and administrative expenses in the consolidated statements of operations. The agreement also provided that Harvest Partners would receive transaction fees in connection with financings, acquisitions and divestitures of the Company. Such fees were to be a percentage of the applicable transaction. In December 2004, Harvest Partners and III entered into an agreement pursuant to which they agreed that any transaction fee that became payable under the amended management agreement after December 22, 2004 would be shared equally by Harvest Partners and III. On October 13, 2010, upon consummation of the Merger, the amended and restated management agreement with Harvest Partners was terminated.

On November 5, 2009, the Company entered into a financing advisory services agreement with Harvest Partners, which financing advisory services agreement provided for the payment to Harvest Partners of a one-time fee in exchange for certain financing advisory services. In connection with such agreement, a fee equal to 0.333%, or approximately $0.7 million, of the total proceeds of the offering of the Company’s previously outstanding 9.875% notes was paid to Harvest Partners upon the issuance of the 9.875% notes. The fee was capitalized as a debt issuance cost and was recorded within other assets on the consolidated balance sheet.

4. INVENTORIES

Inventories consist of (in thousands):

	January 1,		January 2,
	2011		2010
	Successor		Predecessor
Raw materials	$	39,729	$	28,693
Work-in-progress		10,746		8,552
Finished goods and purchased products		95,740		78,149
	$	146,215	$	115,394

5. GOODWILL AND OTHER INTANGIBLE ASSETS

As a result of the Merger completed during the fourth quarter of 2010, the Company engaged an independent valuation firm to assist management in the estimation of the fair values of certain tangible and intangible assets. The valuation analyses were based on the definition of fair value as promulgated in ASC 805, Business Combinations, and ASC 820, Fair Value Measurements and Disclosures (formerly SFAS No. 157).

60

The Merger was accounted for using the acquisition method of accounting. The total purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values. The excess of the cost of the Merger over the fair value of the assets acquired and liabilities assumed resulted in goodwill. Total goodwill was approximately $566.4 million as of January 1, 2011. Goodwill of $231.3 million as of January 2, 2010 consisted of $194.8 million from the April 2002 merger transaction and $36.5 million from the August 2003 acquisition of Gentek. The Company did not recognize any impairment losses of its goodwill during any of the prior periods presented. The impact of foreign currency translation increased the carrying value of goodwill by approximately $2.3 million during the successor period October 13, 2010 to January 1, 2011. None of the Company’s goodwill is deductible for income tax purposes.

The Company’s other intangible assets consist of the following (in thousands):

	January 1, 2011 - Successor								January 2, 2010 - Predecessor
	Average								Average
	Amortization						Net		Amortization						Net
	Period				Accumulated		Carrying		Period				Accumulated		Carrying
	(In Years)		Cost		Amortization		Value		(In Years)		Cost		Amortization		Value
Trademarks			$	—	$	—	$	—		15	$	28,070	$	14,087	$	13,983
Patents				—		—		—		10		6,230		4,781		1,449
Customer bases		13		330,915		5,453		325,462		7		5,137		4,498		639
Total amortized intangible assets				330,915		5,453		325,462				39,437		23,366		16,071
Non-amortized trade names				405,552		—		405,552				80,010		—		80,010
Total intangible assets			$	736,467	$	5,453	$	731,014			$	119,447	$	23,366	$	96,081

The Company’s non-amortized intangible assets consist of the Alside^®, Revere^® and Gentek^® trade names and are tested for impairment at least annually.

Finite lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense related to other intangible assets was approximately $5.5 million for the successor period October 13, 2010 to January 1, 2011 and $2.1 million, $3.1 million and $3.2 million for the predecessor period January 3, 2010 to October 12, 2010, and the years ended January 2, 2010 and January 3, 2009, respectively. The foreign currency translation impact of intangibles was less than $0.1 million for the successor period October 13, 2010 to January 1, 2011 and approximately $0.1 million and $0.3 million for the predecessor period January 3, 2010 to October 12, 2010 and the year ended January 2, 2010, respectively. Amortization expense is estimated to be $26.1 million per year for fiscal years 2011, 2012, 2013, 2014 and 2015.

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of (in thousands):

	January 1,		January 2,
	2011		2010
	Successor		Predecessor
Land	$	15,697	$	5,963
Buildings		38,933		59,277
Machinery and equipment		82,516		144,866
Construction in process		5,660		1,099
		142,806		211,205
Less accumulated depreciation		4,944		102,168
	$	137,862	$	109,037

61

Due to the application of purchase accounting as a result of the Merger, fair values were assigned to all fixed assets. As a result, the fixed asset values recorded represent the estimated fair values of the assets acquired, and accumulated depreciation was reset to zero as of the date of the Merger. For assets that were assigned fair values as of the date of the Merger, depreciation is provided by the straight-line method over the remaining useful lives, which are as follows:

Building and improvements	1 to 28 years
Computer equipment	2 to 5 years
Machinery and equipment	1 to 25 years

Depreciation expense was approximately $5.0 million for the successor period October 13, 2010 to January 1, 2011 and $15.4 million, $19.1 million and $19.5 million for the predecessor period January 3, 2010 to October 12, 2010, and the years ended January 2, 2010 and January 3, 2009, respectively.

During 2008, the Company enhanced its controls surrounding the physical verification of property, plant and equipment and recorded a $1.8 million loss upon disposal of assets other than by sale. The loss is reported within selling, general and administrative expenses on the accompanying consolidated statement of operations.

7. ACCRUED AND OTHER LIABILITIES

Accrued liabilities consist of (in thousands):

	January 1,		January 2,
	2011		2010
	Successor		Predecessor
Employee compensation	$	20,825	$	16,648
Sales promotions and incentives		17,704		14,810
Warranty reserves		7,005		6,415
Employee benefits		5,830		5,769
Interest		14,868		19,397
Taxes other than income		3,949		3,107
Other		9,138		6,941
	$	79,319	$	73,087

Other liabilities consist of (in thousands):

	January 1,		January 2,
	2011		2010
	Successor		Predecessor
Pensions and other postretirement plans	$	36,323	$	30,099
Warranty reserves		87,707		26,601
Other		8,725		4,626
	$	132,755	$	61,326

62

8. LONG-TERM DEBT

Long-term debt consists of (in thousands):

	January 1,		January 2,
	2011		2010
	Successor		Predecessor
9.125% notes	$	730,000	$	—
9.875% notes		—		197,552
11.25% notes		—		431,000
20% notes		—		36,808
Borrowings under the ABL facilities		58,000		—
Borrowings under the prior ABL Facility		—		10,000
Total long-term debt	$	788,000	$	675,360

In connection with the consummation of the Merger, the Company repaid and terminated the prior ABL Facility (as defined below) and repaid the 20% notes. In addition, the Company called and discharged its obligations under the indentures governing the 9.875% notes and the 11.25% notes.

The 9.875% notes were redeemed at a price equal to 100% of the outstanding principal amount of $200.0 million, plus accrued and unpaid interest of $9.7 million, plus a “make-whole” premium of $50.3 million. The 11.25% notes were redeemed at a price equal to 103.75% of the $431.0 million in aggregate principal amount outstanding, plus accrued and unpaid interest of $9.6 million. The 20% notes were redeemed at the outstanding principal amount of $15.6 million plus accrued and unpaid interest of $1.4 million.

As a result of these transactions, the Predecessor recorded during the fourth quarter of 2010 a net gain on debt extinguishment of $15.2 million, which primarily consisted of the write-off of the remaining future interest payments for the previously outstanding 20% notes recorded in 2009 in accordance with FASB ASC 470-60, Troubled Debt Restructurings by Debtors (“ASC 470-60”), offset by the write-off of deferred financing fees related to the prior ABL Facility. The Successor recorded a loss on debt extinguishment of $25.1 million related to (i) the redemption of the 9.875% notes and the 11.25% notes, which were in part recognized as fair value increases to the debt balances in the allocation of purchase price, with the remaining redemption costs in excess of the fair value adjustments totaling $13.6 million recognized as a net loss on debt extinguishment in the Successor’s statement of operations, and (ii) fees of $11.5 million related to an interim financing facility, which was negotiated in connection with the Merger, but ultimately was not utilized.

9.125% Senior Secured Notes due 2017

On October 13, 2010, Merger Sub and Carey New Finance, Inc. issued $730 million aggregate principal amount of 9.125% Senior Secured Notes due 2017 (the “9.125% notes” or the “notes”), which mature on November 1, 2017, pursuant to the Indenture, dated as of October 13, 2010 (the “Indenture”), among Merger Sub, Carey New Finance, Inc. (now known as AMH New Finance, Inc.), a Delaware corporation (“Finance Sub”), the Company and the guarantors named therein and Wells Fargo Bank, National Association, as trustee. Interest on the notes will be paid on May 1st and November 1st of each year, commencing May 1, 2011.

References to the “Issuers” are collective references to (1) Merger Sub and Finance Sub, each as a co-issuer of the notes, prior to the Mergers, and (2) Associated Materials, LLC, as the surviving company, and Finance Sub, each as a co-issuer of the notes, following the Mergers.

The Company may from time to time, in its sole discretion, purchase, redeem or retire the notes in privately negotiated or open market transactions by tender offer or otherwise.

63

The following is a brief description of the terms of the notes and the Indenture.

Guarantees. The notes are unconditionally guaranteed, jointly and severally, by each of the Issuers’ direct and indirect domestic subsidiaries that guarantees the Company’s obligations under the ABL facilities. Such subsidiary guarantors are collectively referred to herein as the “guarantors,” and such subsidiary guarantees are collectively referred to herein as the “guarantees.” Each guarantee is a general senior obligation of each guarantor; equal in right of payment with all existing and future senior indebtedness of that guarantor, including its guarantee of all obligations under the Revolving Credit Agreement (as defined below), and any other debt with a priority security interest relative to the notes in the ABL collateral (as defined below); secured on a first-priority basis by the notes collateral (as defined below) owned by that guarantor and on a second-priority basis by the ABL collateral owned by that guarantor, in each case subject to certain liens permitted under the Indenture; equal in priority as to the notes collateral owned by that guarantor with respect to any obligations under certain other equal ranking obligations incurred after October 13, 2010; senior in right of payment to all existing and future subordinated indebtedness of that guarantor; effectively senior to all existing and future unsecured indebtedness of that guarantor, to the extent of the value of the collateral (as defined below) owned by that guarantor (after giving effect to any senior lien on such collateral), and effectively senior to all existing and future guarantees of the obligations under the Revolving Credit Agreement, and any other debt of that guarantor with a priority security interest relative to the notes in the ABL collateral, to the extent of the value of the notes collateral owned by that guarantor; effectively subordinated to (i) any existing or future guarantee of that guarantor of the obligations under the Revolving Credit Agreement, and any other debt with a priority security interest relative to the notes in the ABL collateral, to the extent of the value of the ABL collateral owned by that guarantor and (ii) any existing or future indebtedness of that guarantor that is secured by liens on assets that do not constitute a part of the collateral to the extent of the value of such assets; and structurally subordinated to all existing and future indebtedness and other claims and liabilities, including preferred stock, of any subsidiaries of that guarantor that are not guarantors. Any guarantee of the notes will be released or discharged if such guarantee is released under the Revolving Credit Agreement, and any other debt with a priority security interest relative to the notes in the ABL collateral, except a release or discharge by or as a result of payment under such guarantee.

Collateral. The notes and the guarantees are secured by a first-priority lien on substantially all of the Issuers’ and the guarantors’ present and future assets located in the United States (other than the ABL collateral, in which the notes and the guarantees will have a second-priority lien, and certain other excluded assets), including equipment, owned real property valued at $5.0 million or more and all present and future shares of capital stock of each of the Issuers’ and each guarantor’s material directly wholly-owned domestic subsidiaries and 65% of the present and future shares of capital stock, of each of the Issuers’ and each guarantor’s directly owned foreign restricted subsidiaries (other than Canadian subsidiaries), in each case subject to certain exceptions and customary permitted liens. Such assets are referred to as the “notes collateral.”

In addition, the notes and the guarantees will be secured by a second-priority lien on substantially all of the Issuers’ and the guarantors’ present and future assets, which assets also secure the Issuers’ obligations under the ABL facilities, including accounts receivable, inventory, related general intangibles, certain other related assets and the proceeds thereof. Such assets are referred to as the “ABL collateral.” The notes collateral and the ABL collateral together are referred to as the “collateral.” The bank lenders under the Revolving Credit Agreement have a first-priority lien securing the ABL facilities and other customary liens subject to an intercreditor agreement (the “Intercreditor Agreement”) entered into between the collateral agent under the ABL facilities and the collateral agent under the Indenture and security documents for the notes, until such ABL facilities and obligations are paid in full.

The liens on the collateral may be released without the consent of holders of notes if collateral is disposed of in a transaction that complies with the Indenture and the Intercreditor Agreement and other security documents for the notes, including in accordance with the provisions of the Intercreditor Agreement.

Ranking. The notes and guarantees constitute senior secured debt of the Issuers and the guarantors. They rank equally in right of payment with all of the Issuers’ and the guarantors’ existing and future senior debt, including their obligations under the ABL facilities; rank senior in right of payment to all of the Issuers’ and the guarantors’ existing and future subordinated debt; are effectively subordinated to all of the Issuers’ and the guarantors’ indebtedness and obligations that are secured by first-priority liens under the ABL facilities to the extent of the value of the ABL collateral; are effectively senior to the Issuers’ and the guarantors’ obligations under the ABL facilities, to the extent of the value of the notes collateral; are effectively senior to the Issuers’ and the guarantors’ senior unsecured indebtedness, to the extent of the value of the collateral (after giving effect to any senior lien on the collateral); and are structurally subordinated to all existing and future indebtedness and other liabilities, including preferred stock, of the Company’s non-guarantor subsidiaries, including the Canadian facility under the ABL facilities (other than indebtedness and liabilities owed to the Issuers or one of the guarantors).

64

Optional Redemption. Prior to November 1, 2013, the Issuers may redeem the notes, in whole or in part, at a price equal to 100% of the principal amount thereof plus the greater of (1) 1.0% of the principal amount of such note; and (2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such note at November 1, 2013 (such redemption price being set forth in the table below), plus (ii) all required interest payments due on such note through November 1, 2013 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the applicable treasury rate as of such redemption date plus 50 basis points; over (b) the principal amount of such note (as of, and including unaccrued and unpaid interest, if any, to, but excluding, the redemption date), subject to the right of holders of notes of record on the relevant record date to receive interest due on the relevant interest payment date.

On and after November 1, 2013, the Issuers may redeem the notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount of the notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date, subject to the right of holders of notes of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1st of each of the years indicated below:

Year	Percentage
2013		106.844	%
2014		104.563	%
2015		102.281	%
2016 and thereafter		100.000	%

In addition, until November 1, 2013, the Issuers may, at their option, on one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the Indenture at a redemption price equal to 109.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding the applicable redemption date, subject to the right of holders of notes of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more equity offerings to the extent such net cash proceeds are received by or contributed to the Company; provided that (a) at least 50% of the sum of the aggregate principal amount of notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption and (b) that each such redemption occurs within 120 days of the date of closing of each such equity offering.

In addition, during any twelve-month period prior to November 1, 2013, the Issuers may redeem up to 10% of the aggregate principal amount of the notes issued under the Indenture at a redemption price equal to 103.00% of the principal amount thereof plus accrued and unpaid interest, if any.

Change of Control. Upon the occurrence of a change of control, as defined in the Indenture, the Issuers must give holders of notes the opportunity to sell the Issuers their notes at 101% of their face amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date, subject to the right of holders of notes of record on the relevant record date to receive interest due on the relevant interest payment date.

Asset Sale Proceeds. If the Issuers or their subsidiaries engage in asset sales, the Issuers generally must either invest the net cash proceeds from such asset sales in the Company’s business within a period of time, pre-pay certain secured senior debt or make an offer to purchase a principal amount of the notes equal to the excess net cash proceeds. The purchase price of the notes will be 100% of their principal amount, plus accrued and unpaid interest.

65

Covenants. The Indenture contains covenants limiting the Issuers’ ability and the ability of their restricted subsidiaries to, among other things:

• pay dividends or distributions, repurchase equity, prepay junior debt and make certain investments;

• incur additional debt or issue certain disqualified stock and preferred stock;

• incur liens on assets;

• merge or consolidate with another company or sell all or substantially all assets;

• enter into transactions with affiliates; and

• allow to exist certain restrictions on the ability of subsidiaries to pay dividends or make other payments to the Issuers.

These covenants are subject to important exceptions and qualifications as described in the Indenture. Most of these covenants will cease to apply for so long as the notes have investment grade ratings from both Moody’s Investors Service, Inc. and Standard & Poor’s.

Events of Default. The Indenture provides for events of default, which, if any of them occurs, would permit or require the principal of and accrued interest on the notes to become or to be declared due and payable.

Exchange Offer; Registration Rights. The Company and the guarantors have agreed to use their commercially reasonable efforts to register notes having substantially identical terms as the 9.125% notes with the Securities and Exchange Commission as part of an offer to exchange freely tradable exchange notes for the 9.125% notes (the “exchange offer”). The Company and the guarantors have agreed to use their commercially reasonable efforts to cause the exchange offer to be completed, or if required, to have a shelf registration statement declared effective, on or prior to the date that is 360 days after October 13, 2010 (the “issue date”). If the Company and the guarantors fail to meet this target (a “registration default”), the annual interest rate on the notes will increase by an additional 0.25% for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 0.50% per year more than the original level of 9.125%. If the registration default is corrected, the interest rate on the notes will revert to the original level.

As the Company has not yet made an offer to exchange all of its outstanding privately placed 9.125% notes for newly registered 9.125% notes as of the date of this filing, the fair value of the 9.125% notes at January 1, 2011 was estimated to be $730.0 million based upon the pricing determined in the private offering of the 9.125% notes at the time of issuance in October 2010.

ABL Facilities

On October 13, 2010, in connection with the consummation of the Mergers, the Company entered into senior secured asset-based revolving credit facilities (the “ABL facilities”) pursuant to a Revolving Credit Agreement, dated as of October 13, 2010 (the “Revolving Credit Agreement”), among Holdings, the U.S. borrowers (as defined below), the Canadian borrowers (as defined below), UBS Securities LLC, Deutsche Bank Securities Inc. and Wells Fargo Capital Finance, LLC, as joint lead arrangers and joint bookrunners, UBS AG, Stamford Branch, as U.S. administrative agent and U.S. collateral agent and a U.S. letter of credit issuer and Canadian letter of credit issuer, UBS AG Canada Branch, as Canadian administrative agent and Canadian collateral agent, Wells Fargo Capital Finance, LLC, as co-collateral agent, UBS Loan Finance LLC, as swingline lender, Deutsche Bank AG New York Branch, as a U.S. letter of credit issuer, Deutsche Bank AG Canada Branch, as a Canadian letter of credit issuer, Wells Fargo Bank, National Association, as a U.S. letter of credit issuer and as a Canadian letter of credit issuer, and the banks, financial institutions and other institutional lenders and investors from time to time parties thereto.

66

The borrowers under the ABL facilities are the Company, each of its existing and subsequently acquired or organized direct or indirect wholly-owned U.S. restricted subsidiaries designated as a borrower thereunder (together with the Company, the “U.S. borrowers”) and each of its existing and subsequently acquired or organized direct or indirect wholly-owned Canadian restricted subsidiaries designated as a borrower thereunder (the “Canadian borrowers,” and together with the U.S. borrowers, the “borrowers”). The ABL facilities provide for a five-year asset-based revolving credit facility in the amount of $225.0 million, comprised of a $150.0 million U.S. facility (which may be drawn in U.S. dollars) and a $75.0 million Canadian facility (which may be drawn in U.S. or Canadian dollars), in each case subject to borrowing base availability under the applicable facility, and include a letter of credit facility and a swingline facility. In addition, subject to certain terms and conditions, the Revolving Credit Agreement provides for one or more uncommitted incremental increases in the ABL facilities in an aggregate amount not to exceed $150.0 million (which may be allocated among the U.S. facility or the Canadian facility). Proceeds of the revolving credit loans on the initial borrowing date were used to refinance certain indebtedness of the Company and certain of its affiliates, to pay fees and expenses incurred in connection with the Mergers and to partially finance the Mergers. Proceeds of the ABL facilities (including letters of credit issued thereunder) and any incremental facilities will be used for working capital and general corporate purposes of the Company and its subsidiaries.

As of January 1, 2011, there was $58.0 million drawn under the ABL facilities, and $104.9 million available for additional borrowings. The per annum interest rate applicable to borrowings under the ABL facilities was 4.3% as of January 1, 2011. The weighted average interest rate for borrowings under the ABL facilities for the successor period October 13, 2011 to January 1, 2011 was 3.7%. The weighted average interest rate for borrowings under the prior ABL Facility (as defined below) was 5.1%, 4.2% and 5.6%, respectively, for the predecessor period January 3, 2010 to October 12, 2010 and the years ended January 2, 2010 and January 3, 2009. As of January 1, 2011, the Company had letters of credit outstanding of $7.8 million primarily securing deductibles of various insurance policies.

Interest Rate and Fees. At the option of the borrowers, the revolving credit loans under the Revolving Credit Agreement will initially bear interest at the following:

• a rate equal to (i) the London Interbank Offered Rate, or LIBOR, with respect to eurodollar loans under the U.S. facility or (ii) the Canadian Deposit Offered Rate, or CDOR, with respect to loans under the Canadian facility, plus an applicable margin of 2.75%, which margin can vary quarterly in 0.25% increments between three pricing levels, ranging from 2.50% to 3.00%, based on excess availability, which is defined in the Revolving Credit Agreement as (a) the sum of (x) the lesser of (1) the aggregate commitments under the U.S. sub-facility at such time and (2) the then applicable U.S. borrowing base and (y) the lesser of (1) the aggregate commitments under the Canadian sub-facility at such time and (2) the then applicable Canadian borrowing base less (b) the sum of the aggregate principal amount of the revolving credit loans (including swingline loans) and letters of credit outstanding at such time;

• the alternate base rate which will be the highest of (i) the prime commercial lending rate published by The Wall Street Journal as the “prime rate,” (ii) the Federal Funds Effective Rate plus 0.50% and (iii) the one-month Published LIBOR rate plus 1.0% per annum, plus, in each case, an applicable margin of 1.75%, which margin can vary quarterly in 0.25% increments between three pricing levels, ranging from 1.50% to 2.00%, based on excess availability, as set forth in the preceding paragraph; or

• the alternate Canadian base rate which will be the higher of (i) the annual rate from time to time publicly announced by Toronto Dominion Bank (Toronto) as its prime rate in effect for determining interest rates on Canadian Dollar denominated commercial loans in Canada and (ii) the 30-day CDOR Rate plus 1.0%, plus, in each case, an applicable margin of 1.75%, which margin can vary quarterly in 0.25% increments between three pricing levels, ranging from 1.50% to 2.00%, based on excess availability, as set forth in the second preceding paragraph.

In addition to paying interest on outstanding principal under the ABL facilities, the Company is required to pay a commitment fee, payable quarterly in arrears, of 0.50% if the average daily undrawn portion of the ABL facilities is greater than 50% as of the most recent fiscal quarter or 0.375% if the average daily undrawn portion of the ABL facilities is less than or equal to 50% as of the most recent fiscal quarter. The ABL facilities also require customary letter of credit fees.

67

The U.S. borrowing base is defined in the Revolving Credit Agreement as, at any time, the sum of (i) 85% of the book value of the U.S. borrowers’ eligible accounts receivable; plus (ii) 85% of the net orderly liquidation value of the U.S. borrowers’ eligible inventory; minus (iii) customary reserves established or modified from time to time by and at the permitted discretion of the administrative agent thereunder.

The Canadian borrowing base is defined in the senior secured Revolving Credit Agreement as, at any time, the sum of (i) 85% of the book value of the Canadian borrowers’ eligible accounts receivable; plus (ii) 85% of the net orderly liquidation value of the Canadian borrowers’ eligible inventory; plus (iii) 85% of the net orderly liquidation value of the Canadian borrowers’ eligible equipment (to amortize quarterly over the life of the new ABL facilities); plus (iv) 70% of the appraised fair market value of the Canadian borrowers’ eligible real property (to amortize quarterly over the life of the new ABL facilities); plus (v) at the option of Associated Materials, LLC, an amount not to exceed the amount, if any, by which the U.S. borrowing base at such time exceeds the then utilized commitments under the U.S. sub-facility; minus (vi) customary reserves established or modified from time to time by and at the permitted discretion of the administrative agent thereunder.

Prepayments. If, at any time, the aggregate amount of outstanding revolving credit loans, unreimbursed letter of credit drawings and undrawn letters of credit under the U.S. facility exceeds (i) the aggregate commitments under the U.S. facility at such time or (ii) the then-applicable U.S. borrowing base, the U.S. borrowers will immediately repay an aggregate amount equal to such excess.

If, at any time, the U.S. dollar equivalent of the aggregate amount of outstanding revolving credit loans, unreimbursed letter of credit drawings and undrawn letters of credit under the Canadian facility exceeds (i) the U.S. dollar equivalent of the aggregate commitments under the Canadian facility at such time or (ii) the then-applicable U.S. dollar equivalent of the Canadian borrowing base, then the Canadian borrowers will immediately repay such excess.

After the occurrence and during the continuance of a Cash Dominion Period (which is defined in the Revolving Credit Agreement as the period when (i) excess availability (as defined above) is less than, for a period of five consecutive business days, the greater of (a) $20.0 million and (b) 12.5% of the sum of (x) the lesser of (1) the aggregate commitments under the U.S. sub-facility at such time and (2) the then applicable U.S. borrowing base and (y) the lesser of (1) the aggregate commitments under the Canadian sub-facility at such time and (2) the then applicable Canadian borrowing base or (ii) when any event of default is continuing, until the 30th consecutive day that excess availability exceeds such threshold or such event of default ceases to be continuing, as applicable), all amounts deposited in the blocked account maintained by the administrative agent will be promptly applied to repay outstanding revolving credit loans and, after same have been repaid in full, cash collateralize letters of credit.

At the option of the borrowers the unutilized portion of the commitments under the ABL facilities may be permanently reduced and the revolving credit loans under the ABL facilities may be voluntarily prepaid, in each case subject to requirements as to minimum amounts and multiples, at any time in whole or in part without premium or penalty, except that any prepayment of LIBOR rate revolving credit loans other than at the end of the applicable interest periods will be made with reimbursement for any funding losses or redeployment costs of the lenders resulting from such prepayment.

Guarantors. All obligations under the U.S. facility are guaranteed by each existing and subsequently acquired direct and indirect wholly-owned material U.S. restricted subsidiary of the Company and the direct parent of the Company, other than certain excluded subsidiaries (the “U.S. guarantors”). All obligations under the Canadian facility are guaranteed by each existing and subsequently acquired direct and indirect wholly-owned material Canadian restricted subsidiary of the Company, other than certain excluded subsidiaries (the “Canadian guarantors,” and together with the U.S. guarantors, the “ABL guarantors”) and the U.S. guarantors.

68

Security. Pursuant to the US Security Agreement, dated as of October 13, 2010, among Holdings, the Company, the U.S. subsidiary grantors named therein and UBS AG, Stamford Branch, as U.S. collateral agent (the “U.S. collateral agent”), the US Pledge Agreement, dated as of October 13, 2010, among Holdings, the Company, the U.S. subsidiary pledgors named therein and the U.S. collateral agent, and the Canadian Pledge Agreement, dated as of October 13, 2010, between Gentek Building Products, Inc. and the U.S. collateral agent, all obligations of the U.S. borrowers and the U.S. guarantors are secured by the following:

• a first-priority perfected security interest in all present and after-acquired inventory and accounts receivable of the U.S. borrowers and the U.S. guarantors and all investment property, general intangibles, books and records, documents and instruments and supporting obligations relating to such inventory, such accounts receivable and such other receivables, and all proceeds of the foregoing, including all deposit accounts, other bank and securities accounts, cash and cash equivalents (other than certain excluded deposit, securities and commodities accounts), investment property and other general intangibles, in each case arising from such inventory, such accounts receivable and such other receivables, subject to certain exceptions to be agreed and a first priority security interest in the capital stock of the Company (the “U.S. first priority collateral”); and

• a second-priority security interest in the capital stock of each direct, material wholly-owned restricted subsidiary of the Company and of each guarantor of the notes and substantially all tangible and intangible assets of the Company and each guarantor of the notes (to the extent not included in the U.S. first priority collateral) and proceeds of the foregoing (the “U.S. second priority collateral”, and together with the U.S. first priority collateral, the “U.S. ABL collateral”).

Pursuant to the Canadian Security Agreement, dated as of October 13, 2010, among the Canadian borrowers, the Canadian subsidiary grantors named therein and UBS AG Canada Branch, as Canadian collateral agent (the “Canadian collateral agent”), and the Canadian Pledge Agreement, dated as of October 13, 2010, among the Canadian borrowers, the Canadian subsidiary pledgors named therein and the Canadian collateral agent, all obligations of the Canadian borrowers and the Canadian guarantors under the Canadian facility are secured by the following:

• the U.S. ABL collateral; and

• a first-priority perfected security interest in all of the capital stock of the Canadian borrowers and the capital stock of each direct, material restricted subsidiary of the Canadian borrowers and the Canadian guarantors and substantially all tangible and intangible assets of the Canadian borrowers and Canadian guarantors and proceeds of the foregoing and all present and after-acquired inventory and accounts receivable of the Canadian borrowers and the Canadian guarantors and all investment property, general intangibles, books and records, documents and instruments and supporting obligations relating to such inventory, such accounts receivable and such other receivables, and all proceeds of the foregoing, including all deposit accounts, other bank and securities accounts, cash and cash equivalents (other than certain excluded deposit, securities and commodities accounts), investment property and other general intangibles, in each case arising from such inventory, such accounts receivable and such other receivables, subject to certain exceptions to be agreed (the “Canadian ABL collateral”).

Covenants, Representations and Warranties. The ABL facilities contain customary representations and warranties and customary affirmative and negative covenants, including, with respect to negative covenants, among other things, restrictions on indebtedness, liens, investments, fundamental changes, asset sales, dividends and other distributions, prepayments or redemption of junior debt, transactions with affiliates and negative pledge clauses. There are no financial covenants included in the Revolving Credit Agreement other than a springing minimum fixed charge coverage ratio (as defined below) of at least 1.00 to 1.00, which is triggered when excess availability is less than, for a period of five consecutive business days, the greater of $20.0 million and 12.5% of the sum of (i) the lesser of (x) the aggregate commitments under the U.S. facility at such time and (y) the then applicable U.S. borrowing base and (ii) the lesser of (x) the aggregate commitments under the Canadian facility at such time and (y) the then applicable Canadian borrowing base, and which applies until the 30th consecutive day that excess availability exceeds such threshold.

69

Events of Default. Events of default under the Revolving Credit Agreement include, among other things, nonpayment of principal when due, nonpayment of interest or other amounts (subject to a five business day grace period), covenant defaults, inaccuracy of representations or warranties in any material respect, bankruptcy and insolvency events, cross defaults and cross acceleration of certain indebtedness, certain monetary judgments, ERISA events, actual or asserted invalidity of material guarantees or security documents and a change of control (to include a pre- and post-initial public offering provision).

Prior ABL Facility

The Company’s prior ABL Facility (the “prior ABL Facility”) provided for a senior secured asset-based revolving credit facility of up to $225.0 million, comprised of a $165.0 million U.S. facility and a $60.0 million Canadian facility, in each case subject to borrowing base availability under the applicable facility. On October 13, 2010, as a part of the Merger, the Company repaid and terminated the prior ABL Facility and entered into the ABL facilities (see “ABL facilities” above).

9.875% Senior Secured Second Lien Notes due 2016

In June 2009, the Company issued $20.0 million of its previously outstanding 15% Senior Subordinated Notes due 2012 (the “15% notes”) in a private placement to certain institutional investors as part of a note exchange by AMH II described below. Net proceeds were approximately $15 million from the issuance of the 15% notes, net of funding fees and other transaction expenses.

On November 5, 2009, the Company issued in a private offering $200.0 million of its 9.875% Senior Secured Second Lien Notes due 2016. In February 2010, the Company completed the offer to exchange all of its outstanding privately placed 9.875% Senior Secured Second Lien Notes due 2016 for newly registered 9.875% Senior Secured Second Lien Notes due 2016 (the “9.875% notes”). The 9.875% notes were issued by the Company and Associated Materials Finance, Inc., a wholly owned subsidiary of the Company. The 9.875% notes were originally issued at a price of 98.757%. The net proceeds from the offering were used to redeem the Company’s then outstanding 9 3/4% Senior Subordinated Notes due 2012 (the “9.75% notes”) and its then outstanding 15% Senior Subordinated Notes due 2012 (the “15% notes”) and to pay fees and expenses related to the offering. In connection with the redemption, the Company also discharged the indentures related to such notes. The redemption was accomplished, effective upon closing of the offering of the 9.875% notes, by a deposit with the relevant trustees of funds sufficient to redeem the 9.75% notes and the 15% notes at a redemption price of 101.625% and 101%, respectively. Such funds were used to redeem the 9.75% notes and the 15% notes on December 7, 2009. As a result of these transactions, the Company recorded a loss on debt extinguishment of approximately $8.8 million, which primarily consisted of call premiums of approximately $2.9 million, interest from November 5, 2009 to December 7, 2009 (the redemption date of the 9.75% notes and the 15% notes) of approximately $1.6 million and the write-off of the remaining unamortized financing costs of approximately $4.2 million related to the Company previously outstanding 9.75% notes and 15% notes.

At January 2, 2010, the accreted balance of the 9.875% notes, net of the original issue discount, was $197.6 million. Interest on the 9.875% notes was payable semi-annually in arrears on May 15th and November 15th of each year, commencing May 15, 2010. During 2009, scheduled semi-annual interest payments on the 9.75% notes were made on April 15th and October 15th, and scheduled quarterly interest payments on the 15% notes were made on July 15th and October 15th. During 2010, scheduled semi-annual interest payments on the 9.875% notes were made on May 14, 2010. On October 13, 2010, in connection with the Merger, the Company redeemed the 9.875% notes and discharged the indenture related thereto.

70

The fair value of the 9.875% notes was $197.5 million at January 2, 2010 and was based upon the pricing determined in the private offering of the 9.875% notes at the time of issuance in November 2009.

11.25% Senior Discount Notes due 2014

In March 2004, AMH issued $446.0 million in aggregate principal amount at maturity of its previously outstanding 11.25% Senior Discount Notes due 2014 (the “11.25% notes”). Prior to March 1, 2009, interest accrued at a rate of 11.25% per annum on the 11.25% notes in the form of an increase in the accreted value of the 11.25% notes. Since March 1, 2009, cash interest accrued at a rate of 11.25% per annum on the 11.25% notes and was payable semi-annually in arrears on March 1st and September 1st of each year, with the first payment of cash interest under the 11.25% notes paid on September 1, 2009. During the second quarter of 2009, AMH II purchased $15.0 million par value of AMH’s 11.25% notes directly from the 11.25% noteholders with funds loaned from the Company for approximately $5.9 million. In exchange for the purchased 11.25% notes, AMH II was granted additional equity interests in AMH. As a result, AMH recorded a gain on debt extinguishment of $8.9 million for the year ended January 2, 2010. On October 13, 2010, as a part of the Merger, AMH redeemed the 11.25% notes and discharged the indenture related thereto.

The fair value of the 11.25% notes at January 2, 2010 was $415.9 million, based upon their then quoted market price.

20% Senior Notes due 2014

In connection with a December 2004 recapitalization transaction, AMH II was formed and AMH II subsequently issued $75 million of the previously outstanding 13.625% Senior Notes due 2014 (the “13.625% notes”). In June 2009, AMH II entered into an exchange agreement pursuant to which it paid $20.0 million in cash and issued $13.066 million original principal amount of its 20% Senior Notes due 2014 (the “20% notes”) in exchange for all of its outstanding 13.625% notes. Interest on AMH II’s 20% notes was payable in cash semi-annually in arrears or was to be added to the then outstanding principal amount of the 20% notes and paid at maturity on December 1, 2014. In accordance with the principles described in FASB ASC 470-60, Troubled Debt Restructurings by Debtors (“ASC 470-60”), AMH II recorded a troubled debt restructuring gain of approximately $19.2 million during the second quarter of 2009. In November 2009, the Company redeemed its 15% notes that were issued in June 2009. As a result of applying ASC 470-60 on a consolidated basis, AMH II recorded an additional debt restructuring gain of $10.3 million during the fourth quarter of 2009. The additional gain primarily consisted of the write-off of all future accrued interest of the 15% notes that were redeemed in connection with the Company issuance of its 9.875% notes. As of January 2, 2010, AMH II had recorded liabilities for the $13.066 million original principal amount and $23.7 million of accrued interest related to all future interest payments on its 20% notes in accordance with ASC 470-60. On October 13, 2010, as a part of the Merger, AMH II redeemed the 20% notes and discharged the indenture related thereto.

The Company estimated the fair value of the 20% notes at January 2, 2010 was approximately $6.5 million based upon market and income approach valuations estimated by an external source. The fair value of the 20% notes was measured using Level 3 unobservable inputs, which is the lowest level of input that is significant to the fair value measurement.

9. COMMITMENTS AND CONTINGENCIES

Commitments for future minimum lease payments under non-cancelable operating leases, principally for manufacturing and distribution facilities and certain equipment, are as follows (in thousands):

2011	$	33,231
2012		27,830
2013		23,157
2014		17,706
2015		10,349
Thereafter		20,703
Total future minimum lease payments	$	132,976

71

Lease expense was approximately $8.3 million for the successor period October 13, 2010 to January 1, 2011 and $30.5 million, $38.2 million and $37.2 million for the predecessor period January 3, 2010 to October 12, 2010, and the years ended January 2, 2010 and January 3, 2009, respectively. The Company’s facility lease agreements typically contain renewal options.

As of January 1, 2011, approximately 19% of the Company’s employees are covered by collective bargaining agreements. On November 1, 2010, the union contract covering the hourly production employees at our West Salem, Ohio manufacturing facility expired. The terms under this labor agreement are subject to renegotiation every three years. The hourly production employees have agreed to continue to work under the terms of the expired contract while contract negotiations continue. The union contract for our Pointe Claire, Quebec manufacturing facility, which expired November 15, 2010, was recently renegotiated and became effective retroactive to the former expiration date and now expires November 15, 2013.

The Company is involved from time to time in litigation arising in the ordinary course of business, none of which, after giving effect to its existing insurance coverage, is expected to have a material adverse effect on its financial position, results of operations or liquidity. From time to time, the Company is also involved in proceedings and potential proceedings relating to environmental and product liability matters.

The Woodbridge, New Jersey facility is currently the subject of an investigation and/or remediation before the New Jersey Department of Environmental Protection (“NJDEP”) under ISRA Case No. E20030110 for Gentek Building Products, Inc. (“Gentek U.S.”). The facility is currently leased by Gentek U.S. Previous operations at the facility resulted in soil and groundwater contamination in certain areas of the property. In 1999, the property owner and Gentek U.S. signed a remediation agreement with NJDEP, pursuant to which the property owner and Gentek U.S. agreed to continue an investigation/remediation that had been commenced pursuant to a Memorandum of Agreement with NJDEP. Under the remediation agreement, NJDEP required posting of a remediation funding source of approximately $100,000 that was provided by Gentek U.S. under a self-guarantee. Although investigations at this facility are ongoing and it appears probable that a liability will be incurred, the Company cannot currently estimate the amount of liability that may be associated with this facility as the delineation process has not been completed. The Company believes this matter will not have a material adverse effect on its financial position, results of operations or liquidity.

On September 20, 2010, Associated Materials, LLC and its subsidiary, Gentek Building Products, Inc., were named as defendants in an action filed in the United States District Court for the Northern District of Ohio, captioned Donald Eliason, et al. v. Gentek Building Products, Inc., et al. The initial complaint was filed by three individual plaintiffs on behalf of themselves and a putative nationwide class of owners of steel and aluminum siding products manufactured by Associated Materials and Gentek or their predecessors. The plaintiffs assert a breach of express and implied warranty, along with related causes of action, claiming that an unspecified defect in the siding causes paint to peel off the metal and that Associated Materials and Gentek have failed to adequately honor their warranty obligations to repair, replace or refinish the defective siding. Plaintiffs seek unspecified actual and punitive damages, restitution of monies paid to the defendants and an injunction against the claimed unlawful practices, together with attorneys’ fees, costs and interest. The Company has filed a motion to dismiss and plans to vigorously defend this action, on the merits and by opposing class certification. The Company cannot currently estimate the amount of liability that may be associated with this matter.

Other environmental claims and product liability claims are administered in the ordinary course of business and the Company maintains pollution and remediation and product liability insurance covering certain types of claims. Although it is difficult to estimate the Company’s potential exposure to these matters, the Company believes that the resolution of these matters will not have a material adverse effect on its financial position, results of operations or liquidity.

72

10. INCOME TAXES

Income tax expense for the periods presented consists of (in thousands):

	October 13, 2010					January 3, 2010
	to					to						Years Ended
	January 1, 2011					October 12, 2010						January 2, 2010						January 3, 2009
	Successor					Predecessor						Predecessor						Predecessor
	Current		Deferred			Current			Deferred			Current			Deferred			Current		Deferred
Federal	$	—	$	10,036		$	(3,218	)	$	452		$	(5,401	)	$	(803	)	$	2,806	$	36,130
State		92		66			477			(2,060	)		1,680			(17	)		101		5,787
Foreign		194		(1,835	)		3,683			5,886			4,667			2,264			8,250		(12	)
	$	286	$	8,267		$	942		$	4,278		$	946		$	1,444		$	11,157	$	41,905

(Loss) income before taxes from the Company’s U.S. entities and Canadian subsidiary totaled ($50.8) million and ($5.7) million, respectively, for the successor period October 13, 2010 to January 1, 2011 and ($98.4) million and $32.3 million for the predecessor period January 3, 2010 to October 12, 2010. Income (loss) before taxes from the Company’s U.S. entities and Canadian subsidiary totaled ($2.6) million and $25.6 million, respectively, for the year ended January 2, 2010. Income (loss) before taxes from the Company’s U.S. entities and Canadian subsidiary totaled ($51.7) million and $28.4 million, respectively, for the year ended January 3, 2009.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred income taxes are as follows (in thousands):

	January 1,			January 2,
	2011			2010
	Successor			Predecessor
Deferred income tax assets:
Medical benefits	$	2,091		$	2,152
Allowance for doubtful accounts		4,038			3,322
Pension and other postretirement plans		10,085			8,377
Inventory costs		1,635			1,397
Interest		—			79,286
Warranty costs		35,355			11,712
Net operating loss carryforwards		119,076			—
Foreign tax credit carryforwards		8,427			8,427
Accrued expenses and other		14,911			5,344
Total deferred income tax assets		195,618			120,017
Valuation allowance		(29,460	)		(62,391	)
Net deferred income tax assets		166,158			57,626
Deferred income tax liabilities:
Depreciation		28,230			22,657
Intangible assets		258,425			37,117
Tax liability on unremitted foreign earnings		4,157			7,346
Gain on debt extinguishment		23,398			21,203
Other		16,605			3,251
Total deferred income tax liabilities		330,815			91,574
Net deferred income tax liabilities	$	(164,657	)	$	(33,948	)

73

As of January 1, 2011, the Company has U.S. federal net operating loss (“NOL”) carryforwards of $276.3 million and foreign tax credit carryforwards of $8.4 million. The U.S. NOL carryforwards expire in years 2029 through 2030 and the foreign tax credit carryforwards expire in years 2016 through 2017. In addition, the Company has tax benefits related to state NOLs of $15.1 million, which expire in the years 2014 through 2029.

The Company has valuation allowances as of January 1, 2011 and January 2, 2010 of $29.5 million and $62.4 million, respectively, against its deferred tax assets. ASC 740 requires that a valuation allowance be recorded against deferred tax assets when it is more likely than not that some or all of a company’s deferred tax assets will not be realized based on available positive and negative evidence. After reviewing all available positive and negative evidence as of January 1, 2011 and January 2, 2010, the Company recorded a full valuation allowance against its U.S. net federal deferred tax assets. The net valuation allowance provided against these U.S. net deferred tax assets during 2010 decreased by $32.9 million. Of this amount, $38.5 million was recorded as an increase in the current year provision for income taxes and ($71.4) million was recorded as a decrease in goodwill. The Company reviews all valuation allowances related to deferred tax assets and will reverse these valuation allowances, partially or totally, when, and if, appropriate under ASC 740.

The reconciliation of the statutory rate to the Company’s effective income tax rate for the periods presented is as follows:

	October 13, 2010			January 3, 2010			Years Ended
	to			to			January 2,			January 3,
	January 1, 2011			October 12, 2010			2010			2009
	Successor			Predecessor			Predecessor			Predecessor
Statutory rate		35.0	%		35.0	%		35.0	%		35.0	%
State income tax, net of federal income tax benefit		3.3			4.4			4.1			(0.1	)
Tax liability on remitted and unremitted foreign earnings		4.2			(36.8	)		6.9			(10.2	)
Foreign rate differential		(0.6	)		2.3			(3.4	)		3.3
Valuation allowance		(53.2	)		(9.0	)		(38.8	)		(255.2	)
Non-deductible merger transaction costs		(3.2	)		(3.3	)		—			—
Other		(0.6	)		(0.5	)		6.6			(0.2	)
Effective rate		(15.1	)%		(7.9	)%		10.4	%		(227.4	)%

The Company intends to remit all post 2004 earnings of its foreign subsidiary to the U.S. parent. The Company recorded approximately $2.4 million for the successor period October 13, 2010 to January 1, 2011 and $24.3 million for the predecessor period January 3, 2010 to October 12, 2010, for the estimated U.S. income tax liability on the post 2004 earnings of its foreign subsidiary, which will become payable when dividends are declared and paid to the U.S. parent. The cumulative amount of unremitted earnings prior to January 1, 2005 of the Company’s foreign subsidiary was $19.3 million as of January 1, 2011, which the Company has deemed indefinitely reinvested in its foreign operations, and as a result, no provision has been made for U.S. income taxes. The repatriation of these funds would result in approximately $1.0 million of incremental income tax expense.

74

A reconciliation of the unrecognized tax benefits for the periods presented is as follows (in thousands):

	October 13, 2010		January 3, 2010
	to		to			January 2,		January 3,
	January 1, 2011		October 12, 2010			2010		2009
	Successor		Predecessor			Predecessor		Predecessor
Unrecognized tax benefits, beginning of year	$	2,775	$	964		$	914	$	513
Gross increases for tax positions of prior years		—		—			50		914
Gross increases for tax positions of the current year		1,690		2,140			—		—
Gross decreases for tax positions of prior years		—		—			—		—
Settlements		—		(329	)		—		(513	)
Unrecognized tax benefits, end of year	$	4,465	$	2,775		$	964	$	914

As of January 1, 2011 and January 2, 2010, the Company recorded $0.2 million and $0.3 million, respectively, of accrued interest related to uncertain tax positions.

As of January 1, 2011, the Company is subject to U.S. federal income tax examinations for the tax years 2007 through 2009, and to non-U.S. income tax examinations for the tax years of 2005 through 2009. In addition, the Company is subject to state and local income tax examinations for the tax years 2006 through 2009. The Company had unrecognized tax benefits and accrued interest that would affect the Company’s effective tax rate if recognized of approximately $3.6 million and $0.9 million as of January 1, 2011 and January 2, 2010, respectively. The Company is currently undergoing examinations of its non-U.S. federal and certain state income tax returns. The final outcome of these examinations are not yet determinable; however, management anticipates that adjustments to unrecognized tax benefits, if any, would not result in a material change to the results of operations, financial condition, or liquidity.

The Company and its subsidiaries are included in the consolidated income tax returns filed by AMH Investment Holdings Corp., its indirect parent company. The Company and each of its subsidiaries entered into a tax sharing agreement under which federal income taxes are computed by the Company and each of its subsidiaries on a separate return basis. As of January 1, 2011, the Company had a receivable from AMH Investment Holdings Corp. totaling approximately $3.2 million related primarily to amounts owed under this tax sharing agreement.

11. PREFERRED STOCK

As of January 2, 2010, the Predecessor had 500,000 shares of issued and outstanding shares of voting convertible preferred stock and 1,614,019 shares of non-voting convertible preferred stock. The voting convertible preferred stock was convertible into Class A common stock (voting) and the non-voting convertible preferred stock was convertible into Class A common stock (non-voting) at any time at the option of the preferred stock holders. The voting convertible preferred stock had the same voting rights as the Class B voting common stock. Dividends do not accrue to the convertible preferred stock, and there is a liquidation preference over the Class B common stock equal to the issue price of $150 million less any previously paid priority dividends and less the proceeds of any previous redemptions or repurchases of preferred stock. Upon the occurrence of a sale of the business, holders of preferred stock had the right to require the Company to repurchase such preferred stock for cash in an amount equal to the retained liquidation preference plus all declared and unpaid dividends other than priority dividends. Immediately prior to the Merger, the voting convertible preferred stock converted into Class A common stock (voting) and the non-voting convertible preferred stock converted into Class A common stock (non-voting). In connection with the Merger, both classes of stock were redeemed and cancelled.

12. MEMBER’S EQUITY / STOCKHOLDERS’ (DEFICIT)

As discussed in Note 1, as a result of the Merger completed on October 13, 2010, the Company is a wholly owned subsidiary of Holdings, which is a wholly owned subsidiary of Parent, which is controlled by investment funds affiliated with H&F. The Successor’s membership interest primarily consists of $553.5 million of cash contributions from Holdings.

At January 2, 2010, 500,000 shares of Predecessor Class B voting common stock and 1,221,076 shares of Predecessor Class B non-voting common stock were issued and outstanding. No shares of Predecessor Class A common stock were issued and outstanding.

75

Accumulated other comprehensive income (loss) consists of the following (in thousands):

	Pension			Foreign Currency			Accumulated
	Liability			Translation			Other
	Adjustments,			Adjustments,			Comprehensive
	Net of Tax			Net of Tax			Income (Loss)
Predecessor
December 29, 2007	$	(12,463	)	$	19,642		$	7,179
Net change through January 3, 2009		(9,377	)		(16,615	)		(25,992	)
January 3, 2009		(21,840	)		3,027			(18,813	)
Net change through January 2, 2010		217			10,786			11,003
January 2, 2010		(21,623	)		13,813			(7,810	)
Net change through October 12, 2010		(12,663	)		3,023			(9,640	)
October 12, 2010	$	(34,286	)	$	16,836		$	(17,450	)
Successor
October 13, 2010	$	—		$	—		$	—
Net change through January 1, 2011		4,799			5,186			9,985
January 1, 2011	$	4,799		$	5,186		$	9,985

13. STOCK PLANS

All of the outstanding options to acquire shares of the Company’s then direct and indirect parent companies’ common stock issued pursuant to the Predecessor’s equity plans (except those options that were subject to vesting solely upon the achievement of certain internal rates of return in their investment in the Predecessor by our previous investors) became vested immediately prior to the Merger. Each vested option was redeemed for an amount of cash equal to the product of (1) the number of shares of common stock subject to each option as of the effective time of the Merger multiplied by (2) the excess, if any, of $133.95 over the exercise price per share of common stock subject to such option. Total cash paid to redeem outstanding options and warrants in connection with the Merger was $43.9 million, which is included in the Successor’s statement of cash flows as part of the acquisition in investing activities. The remaining unvested options under the Predecessor’s equity plans were cancelled in exchange for a nominal payment. In addition, immediately prior to the Merger, certain of the option awards were modified to eliminate provisions which caused variability in the number of shares underlying the options. In accordance with FASB ASC 718, Compensation — Stock Compensation (“ASC 718”), the Company determined the fair value of the options at the date of modification and recognized stock compensation expense for the amounts in excess of previously recorded amounts. The fair value of the modification, along with the fair value of an in-the-money stock option award granted to the Company’s Chief Executive Officer immediately prior to the Merger, totaled $38.0 million, which was recorded in the Predecessor’s statement of operations during the fourth quarter of 2010.

On October 13, 2010, the Board of Directors of Parent adopted the AMH Investment Holdings Corp. 2010 Stock Incentive Plan (the “2010 Plan”). The 2010 Plan is an incentive compensation plan that permits grants of equity-based compensation awards to employees and consultants of the Parent and its subsidiaries. Awards under the 2010 Plan may be in the form of stock options (either incentive stock options or non-qualified stock options) or other stock-based awards, including restricted stock awards and stock appreciation rights. The maximum number of shares reserved for the grant or settlement of awards under the 2010 Plan is 6,150,076 shares of Parent common stock, subject to adjustment in the event of any share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, or any extraordinary dividend or other similar corporate transaction. Any shares subject to awards which terminate or lapse without payment of consideration may be granted again under the 2010 Plan. In the event of a change in control, Parent’s Compensation Committee may, at its discretion, accelerate the vesting or cause any restrictions to lapse with respect to outstanding awards, or may cancel such awards for fair value, or may provide for the issuance of substitute awards.

76

Through January 1, 2011, Parent granted options to purchase 5.9 million shares of Parent’s common stock at exercise prices at or above the fair market value of such stock on the date of grant. Each option holder was granted awards with time-based vesting and performance-based vesting provisions. The time-based options vest with respect to 20% of the shares on each anniversary of grant date, with accelerated vesting of all unvested shares in the event of a change in control, as defined in the 2010 Plan. The performance-based options vest based on the achievement of pre-established Adjusted EBITDA targets with respect to 20% of the shares per year over a 5 year period, or if the target for a given year is not achieved, the option may vest if the applicable Adjusted EBITDA target is achieved in the next succeeding year. In addition, the performance-based options also provide that in the event of a change in control, that portion of the option that was scheduled to vest in the year in which the change in control occurs and in any subsequent years shall become vested immediately prior to such change in control. If a liquidity event occurs (defined as the first to occur of either a change in control or an initial public offering of Parent’s common stock), any portion of the performance-based option that did not vest in any prior year because the applicable EBITDA target was not met will vest if and only if the investment funds affiliated with H&F that purchased Parent common stock in the Merger receive a three times return on their initial cash investment in Parent. Each option award has a contractual life of 10 years. As of January 1, 2011, no options outstanding under the plan are exercisable. Stock option activity during the year ended January 1, 2011 is summarized below:

				Weighted		Remaining
				Average		Contractual Term
	Shares			Exercise Price		(years)
Predecessor
Options outstanding January 2, 2010		347,671		$	6.58
Granted under Predecessor equity plans		20,998			1.00
Redeemed for cash		(342,451	)		5.87
Forfeited		(5,324	)		3.63
Cancelled		(20,894	)		13.33
Options outstanding October 12, 2010		—		$	—		—
Successor
Options outstanding October 13, 2010		—		$	—
Granted under 2010 Plan		5,873,948			17.50
Exercised		—			—
Options outstanding January 1, 2011		5,873,948		$	17.50		9.8
Options exercisable January 1, 2011		—		$	—		—

77

The following table summarizes the Company’s non-vested stock option award activity for the year ended January 1, 2011:

				Weighted
				Average
				Grant Date Fair
	Shares			Value Per Share
Predecessor
Nonvested at January 2, 2010		305,599		$	—
Granted		20,998			87.53
Vesting based on time		(19,406	)		—
Vesting in connection with Merger		(288,512	)		6.37
Forfeited		(4,959	)		—
Cancelled		(13,720	)		—
Nonvested at October 12, 2010		—		$	—
Successor
Nonvested at October 13, 2010		—		$	—
Granted		5,873,948			3.88
Vested		—			—
Forfeited		—			—
Nonvested at January 1, 2011		5,873,948		$	3.88

The fair value of the options granted during 2010, 2009 and 2008 was estimated at the date of the grant using the Black-Scholes model. The weighted average assumptions and fair value of the options were as follows:

	October 13, 2010		Years Ended
	to		January 2,		January 3,
	January 1, 2011		2010		2009
	Successor		Predecessor		Predecessor
Dividend yield		0.0%		0.0%		0.0%
Annual risk free rate		2.17%		3.37%		3.46%
Expected life of options (years)		8.37		6.0		6.5
Volatility		52.3%		49.1%		39.0%
Weighted average fair value of options granted per share		$3.88		$0.00		$0.00

The expected dividend yield is based on Parent’s historical and expected future dividend policy. The annual risk-free interest rate is based on zero coupon treasury bond rates corresponding to the expected life of the awards. The expected lives of the awards are based on historical exercise patterns and the terms of the options. Due to the fact that the common shares of both the Predecessor’s then indirect parent company and the Parent have not and do not trade publicly, the expected volatility assumption was derived by referring to changes in the common stock prices of several peer companies (with respect to industry, size and leverage) over the same timeframe as the expected life of the awards. Certain options were granted by the Predecessor during 2010 immediately prior to the Merger. Compensation cost associated with these awards was recognized in the Predecessor’s statement of operations at intrinsic value, which was assumed to approximate the grant date fair value.

During 2010, as a result of a modification to certain Predecessor stock option grants, and the grant of an in-the-money stock option award to the Company’s Chief Executive Officer immediately prior to the Merger, the Company recognized compensation cost associated with the Company’s stock compensation plans of $38.0 million. The stock underlying the options awarded by the Successor is governed by the stockholders agreement of Parent. Stock purchased as a result of the exercise of options is subject to a call right by Parent, and as a result, other than in limited circumstances, stock issued upon the exercise of the option may be repurchased at the right of Parent. This repurchase feature results in no compensation expense recognized in connection with options granted by Parent, until such time as the exercise of the options could occur without repurchase of the shares by Parent, which is only likely to occur upon a liquidity event, change in control or IPO. As of January 1, 2011, there was $22.8 million of unrecognized compensation cost related to Parent’s stock options granted under the 2010 Plan. There was no compensation cost related to Parent’s stock compensation plans recorded during 2009 and 2008 by the Predecessor.

78

14. MANUFACTURING RESTRUCTURING COSTS

During the first quarter of 2008, the Company committed to, and subsequently completed, relocating a portion of its vinyl siding production from Ennis, Texas to its vinyl manufacturing facilities in West Salem, Ohio and Burlington, Ontario. In addition, during 2008, the Company transitioned the majority of distribution of its U.S. vinyl siding products to a center located in Ashtabula, Ohio and committed to a plan to discontinue use of its warehouse facility adjacent to its Ennis, Texas vinyl manufacturing facility. The Company incurred expense of $1.8 million for the fiscal year ended January 3, 2009 associated with these restructuring efforts, which was comprised of asset impairment costs of $0.7 million, costs incurred to relocate manufacturing equipment of $0.7 million and costs associated with the transition of distribution operations of $0.4 million. Additionally, the Company recorded $0.9 million of inventory markdown costs associated with these restructuring efforts within cost of goods sold during the second quarter of 2008.

The Company discontinued its use of the warehouse facility adjacent to the Ennis manufacturing plant during the second quarter of 2009. As a result, the related lease costs associated with the discontinued use of the warehouse facility were recorded as a restructuring charge of approximately $5.3 million during the second quarter of 2009.

The following is a reconciliation of the manufacturing restructuring liability (in thousands):

	October 13, 2010			January 3, 2010			Year Ended
	to			to			January 2,
	January 1, 2011			October 12, 2010			2010
	Successor			Predecessor			Predecessor
Beginning liability	$	4,728		$	5,036		$	—
Additions		—			—			5,332
Reclass of related lease obligations		—			389			—
Accretion of related lease obligations		89			295			76
Payments		(234	)		(992	)		(372	)
Ending liability	$	4,583		$	4,728		$	5,036

Of the remaining restructuring liability as of January 1, 2011, approximately $1.3 million is expected to be paid in 2011. Amounts related to the ongoing facility obligations will continue to be paid over the lease term, which ends April 2020.

15. EMPLOYEE TERMINATION COSTS

On December 21, 2010, the Company announced that Robert M. Franco, President of AMI Distribution for the Company, would be leaving the Company effective March 31, 2011. The Company accrued $1.4 million for separation costs, including payroll taxes and certain benefits, in the successor period ended January 1, 2011 related to the termination of Mr. Franco. Payments for Mr. Franco’s separation costs will be paid beginning April 2011 through March 2013.

Throughout 2009, due to economic conditions and as a cost control measure, the Company reduced its workforce and placed a number of employees on temporary lay-off status. During the second and third quarters of 2009, several of these employees were re-instated to an active status. During the third quarter of 2009, the Company determined it would not recall the remaining employees. As a result, the Company recorded a one-time charge of $1.2 million in employee termination costs for the fiscal year ended January 2, 2010 within selling, general and administrative expense in the consolidated statements of operations. Payments of approximately $0.7 million were made during 2009 to the former employees, with the remaining liability of $0.5 million paid in 2010.

79

16. BUSINESS SEGMENTS

The Company is in the single business of manufacturing and distributing exterior residential building products. The Company operates principally in the United States and Canada. Revenue from customers outside the United States was approximately $48 million for the successor period October 13, 2010 to January 1, 2011, and $210 million, $228 million and $249 million for the predecessor period January 3, 2010 to October 12, 2010 and years 2009 and 2008, respectively, and was primarily derived from customers in Canada. The Company’s remaining revenue totaling $221 million for the successor period October 13, 2010 to January 1, 2011, and $688 million, $818 million and $885 million for the predecessor period January 3, 2010 to October 12, 2010 and years 2009 and 2008, respectively, was derived from U.S. customers. The following table sets forth for the periods presented a summary of net sales by principal product offering (in thousands):

	October 13, 2010		January 3, 2010		Years Ended
	to		to		January 2,		January 3,
	January 1, 2011		October 12, 2010		2010		2009
	Successor		Predecessor		Predecessor		Predecessor
Vinyl windows	$	118,778	$	316,102	$	389,293	$	380,260
Vinyl siding products		41,504		181,904		210,212		254,563
Metal products		35,226		147,321		167,749		213,163
Third-party manufactured products		55,511		196,587		210,806		210,633
Other products and services		18,230		56,024		68,047		75,337
	$	269,249	$	897,938	$	1,046,107	$	1,133,956

At January 1, 2011, long-lived assets totaled approximately $47.2 million in Canada and $90.7 million in the U.S. At January 2, 2010, those amounts were $33.9 million and $75.1 million, respectively.

17. RETIREMENT PLANS

The Company’s Alside division sponsors a defined benefit pension plan which covers hourly workers at its plant in West Salem, Ohio and a defined benefit retirement plan covering salaried employees, which was frozen in 1998 and subsequently replaced with a defined contribution plan. The Company’s Gentek subsidiary sponsors a defined benefit pension plan for hourly union employees at its Woodbridge, New Jersey plant (together with the Alside sponsored defined benefit plans, the “Domestic Plans”) as well as a defined benefit pension plan covering Gentek Canadian salaried employees and hourly union employees at the Lambeth, Ontario plant, a defined benefit pension plan for the hourly union employees at its Burlington, Ontario plant and a defined benefit pension plan for the hourly union employees at its Pointe Claire, Quebec plant (the “Foreign Plans”). Accrued pension liabilities are included in accrued and other long-term liabilities in the accompanying balance sheets. The actuarial valuation measurement date for the defined benefit pension plans is December 31st.

The Company’s Alside division also sponsors an unfunded post-retirement healthcare plan which covers hourly workers at its former steel siding plant in Cuyahoga Falls, Ohio. With the closure of this facility in 1991, no additional employees are eligible to participate in this plan. The annual cost of this plan was approximately $0.2 million, $0.3 million and $0.3 million for the years ended January 1, 2011, January 2, 2010, and January 3, 2009, respectively. The accumulated post-retirement benefit obligation associated with this plan was approximately $4.5 million and $4.6 million at January 1, 2011 and January 2, 2010, respectively. In determining the benefit obligation at January 1, 2011 and January 2, 2010, a discount rate of 4.80% and 5.28%, respectively, was assumed. The assumed health care cost trend rates at January 1, 2011 for 2010 were 8.0% for medical claims, 5.0% for dental claims and 8.0% for prescription drugs claims, with an ultimate trend rate for medical, dental and prescription drugs claims of 5.0% by 2017, 2011 and 2017, respectively. A 1% increase or decrease in the assumed health care cost trend rates would have resulted in a $0.4 million increase or decrease of the accumulated post-retirement benefit obligation at January 1, 2011.

81

Information regarding the Company’s defined benefit pension plans is as follows (in thousands):

	October 13, 2010						January 3, 2010
	to						to						Year Ended
	January 1, 2011						October 12, 2010						2009
	Successor						Predecessor						Predecessor
	Domestic			Foreign			Domestic			Foreign			Domestic			Foreign
	Plans			Plans			Plans			Plans			Plans			Plans
Accumulated Benefit Obligation	$	59,435		$	60,465		$	64,061		$	58,148		$	55,107		$	54,978
Change In Projected Benefit Obligation
Projected benefit obligation at beginning of period	$	64,061		$	66,620		$	55,243		$	54,978		$	51,093		$	39,218
Service cost		165			560			567			1,568			572			1,440
Interest cost		647			809			2,447			2,801			3,127			3,205
Plan amendments		—			—			—			—			—			267
Actuarial (gain) loss		(4,685	)		(870	)		8,223			5,676			3,257			6,458
Employee contributions		—			101			—			317			—			360
Benefits paid		(753	)		(962	)		(2,419	)		(1,182	)		(2,806	)		(2,767	)
Effect of foreign exchange		—			861			—			2,462			—			6,797
Projected benefit obligation at end of period		59,435			67,119			64,061			66,620			55,243			54,978
Change In Plan Assets
Fair value of assets at beginning of period	$	40,383		$	51,892		$	38,440		$	47,475		$	31,946		$	34,768
Actual return on plan assets		1,934			1,473			2,988			593			7,513			5,858
Employer contributions		474			803			1,374			2,707			1,787			3,318
Employee contributions		—			101			—			317			—			360
Benefits paid		(753	)		(962	)		(2,419	)		(1,182	)		(2,806	)		(2,767	)
Effect of foreign exchange		—			676			—			1,982			—			5,938
Fair value of assets at end of period		42,038			53,983			40,383			51,892			38,440			47,475
Funded status	$	(17,397	)	$	(13,136	)	$	(23,678	)	$	(14,728	)	$	(16,803	)	$	(7,503	)
Amounts Recognized in Consolidated Balance Sheets
Non-current liabilities	$	(17,397	)	$	(13,136	)	$	(23,678	)	$	(14,728	)	$	(16,803	)	$	(7,503	)

The weighted average assumptions used to determine benefit obligations are as follows:

	October 13, 2010						January 3, 2010
	to						to						Year Ended
	January 1, 2011						October 12, 2010						2009
	Successor						Predecessor						Predecessor
	Domestic			Foreign			Domestic			Foreign			Domestic			Foreign
	Plans			Plans			Plans			Plans			Plans			Plans
Discount rate		5.31	%		5.40	%		4.70	%		5.30	%		5.77	%		6.25	%
Salary increases		N/A			3.50	%		N/A			3.50	%		3.75	%		3.50	%

80

The related weighted average assumptions used to determine net periodic pension cost are as follows:

	October 13, 2010						January 3, 2010
	to						to						Years Ended
	January 1, 2011						October 12, 2010						2009						2008
	Successor						Predecessor						Predecessor						Predecessor
	Domestic			Foreign			Domestic			Foreign			Domestic			Foreign			Domestic			Foreign
	Plans			Plans			Plans			Plans			Plans			Plans			Plans			Plans
Discount rate		4.70	%		5.30	%		5.77	%		6.25	%		6.28	%		7.36	%		5.94	%		5.50	%
Long-term rate of return on assets		8.00	%		7.00	%		8.00	%		7.00	%		8.50	%		7.00	%		8.50	%		7.00	%
Salary increases		N/A			3.50	%		3.75	%		3.50	%		3.75	%		3.50	%		3.75	%		3.50	%

The discounts rates used for the Company’s domestic plans were set on a plan by plan basis and reflect the market rate for high quality fixed income U.S. debt instruments that are rated AA or higher by a recognized ratings agency as of the annual measurement date. The discount rate is subject to change each year. In selecting the assumed discount rate, the Company considered current available rates of return expected to be available during the period to maturity of the pension and other postretirement benefit obligations.

The discount rate for the Company’s foreign plans was selected on the same basis as described above for the domestic plans, except that the discount rate was evaluated using the spot rates generated by a Canadian corporate AA bond yield curve.

Included in accumulated other comprehensive income at January 1, 2011 are net actuarial gains of approximately $4.7 million, which is net of tax of $2.8 million associated with the Company’s pension and other postretirement plans. Included in accumulated other comprehensive loss at January 2, 2010 are net actuarial losses of approximately $20.9 million, which is net of tax of $8.1 million, and prior service costs of approximately $0.7 million, which is net of tax of $0.4 million, associated with the Company’s pension and other postretirement plans. Included in accumulated other comprehensive loss at January 3, 2009 are net actuarial losses of approximately $21.2 million, which is net of tax of $7.0 million, and prior service costs of approximately $0.6 million, which is net of tax of $0.3 million, associated with the Company’s pension and other postretirement plans. Less than $0.1 million of net actuarial gains included in accumulated other comprehensive income are expected to be recognized in net periodic pension cost during the 2011 fiscal year.

As of result of the Merger and the application of purchase accounting, the pension plans were adjusted to record all unrecognized prior service costs and cumulative net loss amounts. The net periodic pension cost for the successor period from October 13, 2010 through January 1, 2011, and the predecessor periods ended October 12, 2010, January 2, 2010, and January 3, 2009 are as follows (in thousands):

	October 13, 2010						January 3, 2010
	to						to						Years Ended
	January 1, 2011						October 12, 2010						2009						2008
	Successor						Predecessor						Predecessor						Predecessor
	Domestic			Foreign			Domestic			Foreign			Domestic			Foreign			Domestic			Foreign
	Plans			Plans			Plans			Plans			Plans			Plans			Plans			Plans
Service cost	$	165		$	560		$	567		$	1,568		$	572		$	1,440		$	574		$	2,073
Interest cost		647			809			2,447			2,801			3,127			3,205			2,972			3,003
Expected return on assets		(688	)		(836	)		(2,364	)		(2,695	)		(2,687	)		(2,701	)		(3,477	)		(3,514	)
Amortization of unrecognized:
Prior service cost		—			—			23			35			30			40			30			31
Cumulative net loss		—			—			1,003			151			1,512			58			572			96
Net periodic pension cost	$	124		$	533		$	1,676		$	1,860		$	2,554		$	2,042		$	671		$	1,689

82

The Company’s financial objectives with respect to its pension plan assets are to provide growth, income of plan assets and benefits to its plan participants. The plan assets must be invested with care, skill and diligence to maximize investment returns within reasonable and prudent levels of risk, and to maintain sufficient liquidity to meet benefit obligations on a timely basis.

The Company’s investment objectives are to exceed the discount rate associated with the plan and the composite performance of the security markets with similar investment objectives and risk tolerances. The expected return on plan assets takes into consideration expected long-term inflation, historical returns and estimated future long-term returns based on capital market assumptions applied to the asset allocation strategy. The expected return on plan assets assumption considers asset returns over a full market cycle.

The asset allocation strategy is determined through a detailed analysis of assets and liabilities by plan and is consistent with the investment objectives and risk tolerances. These asset allocation strategies are developed as a result of examining historical relationships of risk and return among asset classes, accumulated benefit obligations of the respective plans, benefits expected to be paid from the plans over the next five years and expected contributions to the respective plans. The strategies are designed to provide the highest probability of meeting or exceeding the plan’s return objectives at the lowest possible risk.

Plan asset investment policies are based on target allocations. The target allocations for the Domestic Plans are 60% equities, 30% fixed income and 10% cash and cash equivalents. The target allocations for the Foreign Plans are 60% equities and 40% fixed income. The portfolios are periodically rebalanced when significant differences occur from target.

The fair values of the Company’s domestic pension plans as of December 31, 2010 by asset category are as follows (in thousands):

	December 31, 2010
	Quoted Prices in		Significant
	Active Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets/Liabilities		Inputs		Inputs
Asset Category	(Level 1)		(Level 2)		(Level 3)		Total
Equity Securities	$	27,637	$	—	$	—	$	27,637
Mutual Funds		—		5,166		—		5,166
Government Securities		—		7,972		—		7,972
Money Funds		—		1,230		—		1,230
Cash		33		—		—		33
Total	$	27,670	$	14,368	$	—	$	42,038

83

The fair values of the Company’s domestic pension plans as of December 31, 2009 by asset category are as follows (in thousands):

	December 31, 2009
	Quoted Prices in		Significant
	Active Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets/Liabilities		Inputs		Inputs
Asset Category	(Level 1)		(Level 2)		(Level 3)		Total
Equity Securities	$	25,232	$	—	$	—	$	25,232
Mutual Funds		—		4,447		—		4,447
Government Securities		—		6,530		—		6,530
Money Funds		—		2,177		—		2,177
Cash		54		—		—		54
Total	$	25,286	$	13,154	$	—	$	38,440

The fair values of the Company’s foreign pension plans as of December 31, 2010 by asset category are as follows (in thousands):

	December 31, 2010
	Quoted Prices in		Significant
	Active Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets/Liabilities		Inputs		Inputs
Asset Category	(Level 1)		(Level 2)		(Level 3)		Total
Pooled Funds	$	—	$	53,717	$	—	$	53,717
Cash		266		—		—		266
Total	$	266	$	53,717	$	—	$	53,983

The fair values of the Company’s foreign pension plans as of December 31, 2009 by asset category are as follows (in thousands):

	December 31, 2009
	Quoted Prices in		Significant
	Active Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets/Liabilities		Inputs		Inputs
Asset Category	(Level 1)		(Level 2)		(Level 3)		Total
Pooled Funds	$	—	$	47,162	$	—	$	47,162
Cash		313		—		—		313
Total	$	313	$	47,162	$	—	$	47,475

Following is a description of the inputs and valuation methodologies used to measure the fair value of the Company’s plan assets.

Equity Securities

Equity securities classified as Level 1 investments primarily include common stock of large, medium and small sized corporations and international equities. These investments are comprised of securities listed on an exchange, market or automated quotation system for which quotations are readily available. The valuation of these securities was determined based on the closing price reported on the active market on which the individual securities were traded.

84

Mutual Funds and Government Securities

Mutual funds and government securities classified as Level 2 investments primarily include government debt securities and bonds. The valuation of investments classified as Level 2 was determined using a market approach based upon quoted prices for similar assets and liabilities in active markets based on pricing models which incorporate information from market sources and observed market movements.

Money Funds

Money funds classified as Level 2 investments seek to maintain the net asset value (“NAV”) per share at $1.00. Money funds are valued under the amortized cost method which approximates current market value. Under this method, the securities are valued at cost when purchased and thereafter, a constant proportionate amortization of any discount or premium is recorded until the maturity of the security.

Pooled Funds

Pooled funds held by the Company’s foreign plans classified as Level 2 investments are reported at their NAV. These pooled funds use the close or last trade price as fair value of the investments to determine the daily transactional NAV for purchases and redemptions by its unitholders as determined by the fund’s trustee based on the underlying securities in the fund.

Estimated future benefit payments are as follows (in thousands):

	Domestic		Foreign
	Plans		Plans
2011	$	2,674	$	2,206
2012		2,901		2,162
2013		3,071		2,804
2014		3,230		2,757
2015		3,409		2,785
2016 — 2020		19,051		17,397

The Company expects to make $4.1 million and $6.1 million of contributions to the Domestic and Foreign Plans, respectively, in 2011. Although a decline in market conditions, changes in current pension law and uncertainties regarding significant assumptions used in the actuarial valuations may have a material impact on future required contributions to the Company’s pension plans, the Company currently does not expect funding requirements to have a material adverse impact on current or future liquidity.

The actuarial valuations require significant estimates and assumptions to be made by management, primarily the funding interest rate, discount rate and expected long-term return on plan assets. These assumptions are all susceptible to changes in market conditions. The funding interest rate and discount rate are based on representative bond yield curves maintained and monitored by an independent third party. In determining the expected long-term rate of return on plan assets, the Company considers historical market and portfolio rates of return, asset allocations and expectations of future rates of return.

85

Considering fiscal 2010 results, the table below provides a sensitivity analysis of the impact the significant assumptions would have on fiscal 2011 pension expense and funding requirements (in thousands):

	Percentage	Effect on Fiscal Year 2011
	Point	Annual	Cash
Assumption	Change	Expense	Contributions
Domestic Plans
Funding interest rate	+/- 100 basis point	$0 / $0	$0 / $0
Discount rate	+/- 100 basis point	170 /(249)	0 / 0
Long-term rate of return on assets	+/- 100 basis point	(424) / 423	0 / 0
Foreign Plans
Funding interest rate	+/- 100 basis point	$0 / $0	$(467) / $610
Discount rate	+/- 100 basis point	(444) / 526	0 / 0
Long-term rate of return on assets	+/- 100 basis point	(560) / 560	0 / 0

The Company sponsors defined contribution plans, which are qualified as tax-exempt plans. The plans cover all full-time, non-union employees with matching contributions up to 3.5% of eligible compensation in both the United States and Canada, depending on length of service and levels of contributions. In April 2009, the Company temporarily suspended its matching contribution to the defined contribution plans as a result of the Company’s cost savings initiatives to mitigate the effect of the poor market and economic conditions. The Company reinstated its matching contribution effective January 1, 2011. The Company’s pre-tax contributions to its defined contribution plans were approximately $0.0 million for the successor period October 13, 2010 to January 1, 2011, and $0.0 million, $0.9 million, and $2.8 million for the predecessor period January 3, 2010 to October 12, 2010 and the years ended January 2, 2010 and January 3, 2009, respectively.

18. SUBSIDIARY GUARANTORS

The Company’s payment obligations under its 9.125% notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis, by its domestic wholly owned subsidiaries, Gentek Holdings, LLC and Gentek Building Products, Inc. AMH New Finance, Inc. (formerly Carey New Finance, Inc.) is a co-issuer of the 9.125% notes and is a domestic wholly owned subsidiary of the Company having no operations, revenues or cash flows for the periods presented.

Associated Materials Canada Limited, Gentek Canada Holdings Limited and Gentek Buildings Products Limited Partnership are Canadian companies and do not guarantee the Company’s 9.125% notes. In the opinion of management, separate financial statements of the respective Subsidiary Guarantors would not provide additional material information that would be useful in assessing the financial composition of the Subsidiary Guarantors.

86

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
January 1, 2011 (Successor)

(In thousands)

					Subsidiary			Non-Guarantor			Reclassification/
	Company		Co-Issuer		Guarantors			Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	5,911	$	—	$	—		$	7,878		$	—		$	13,789
Accounts receivable, net		85,496		—		11,107			21,805			—			118,408
Intercompany receivables		406,309		—		9,257			2,264			(417,830	)		—
Inventories		99,228		—		10,870			36,117			—			146,215
Income taxes receivable		19,731		—		—			—			(16,440	)		3,291
Deferred income taxes		—		—		1,629			—			(1,629	)		—
Prepaid expenses		6,622		—		1,174			1,199			—			8,995
Total current assets		623,297		—		34,037			69,263			(435,899	)		290,698
Property, plant and equipment, net		86,636		—		4,014			47,212			—			137,862
Goodwill		353,434		—		28,978			184,011			—			566,423
Other intangible assets, net		495,850		—		51,006			184,158			—			731,014
Investment in subsidiaries		5,256		—		(42,289	)		—			37,033			—
Intercompany receivable		—		788,000		—			—			(788,000	)		—
Other assets		26,662		—		(1	)		3,246			—			29,907
Total assets	$	1,591,135	$	788,000	$	75,745		$	487,890		$	(1,186,866	)	$	1,755,904
Liabilities and Member’s Equity
Current liabilities:
Accounts payable	$	66,087	$	—	$	5,761		$	18,342		$	—		$	90,190
Intercompany payables		—		—		—			417,830			(417,830	)		—
Payable to parent		—		—		—			—			—			—
Accrued liabilities		63,116		—		7,057			9,146			—			79,319
Deferred income taxes		11,454		—		—			10,164			(1,629	)		19,989
Income taxes payable		—		—		16,440			2,506			(16,440	)		2,506
Total current liabilities		140,657		—		29,258			457,988			(435,899	)		192,004
Deferred income taxes		85,191		—		14,661			44,816			—			144,668
Other liabilities		78,810		—		26,570			27,375			—			132,755
Long-term debt		788,000		788,000		—			—			(788,000	)		788,000
Member’s equity		498,477		—		5,256			(42,289	)		37,033			498,477
Total liabilities and member’s equity	$	1,591,135	$	788,000	$	75,745		$	487,890		$	(1,186,866	)	$	1,755,904

87

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Period October 13, 2010 to January 1, 2011 (Successor)
(In thousands)

						Subsidiary			Non-Guarantor			Reclassification/
	Company			Co-Issuer		Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	210,944		$	—	$	30,795		$	56,269		$	(28,759	)	$	269,249
Cost of sales		170,252			—		30,133			51,111			(28,759	)		222,737
Gross profit		40,692			—		662			5,158			—			46,512
Selling, general and administrative expense		43,206			—		555			9,782			—			53,543
Transaction costs		7,411			—		—			—			—			7,411
Income from operations		(9,925	)		—		107			(4,624	)		—			(14,442	)
Interest expense, net		15,860			—		—			260			—			16,120
Loss on debt extinguishment		25,117			—		—			12			—			25,129
Foreign currency loss		—			—		—			771			—			771
(Loss) income before income taxes		(50,902	)		—		107			(5,667	)		—			(56,462	)
Income taxes (benefit)		12,477			—		(2,286	)		(1,638	)		—			8,553
Income before equity income from subsidiaries		(63,379	)		—		2,393			(4,029	)		—			(65,015	)
Equity loss from subsidiaries		(1,636	)		—		(4,029	)		—			5,665			—
Net income (loss)	$	(65,015	)	$	—	$	(1,636	)	$	(4,029	)	$	5,665		$	(65,015	)

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Period October 13, 2010 to January 1, 2011 (Successor)
(In thousands)

						Subsidiary			Non-Guarantor
	Company			Co-Issuer		Guarantors			Subsidiaries			Consolidated
Net cash provided by operating activities	$	(58,847	)	$	—	$	(12,153	)	$	(1,141	)	$	(72,141	)
Investing Activities
Acquisition, net of assumed debt		(557,591	)		—		—			—			(557,591	)
Capital expenditures		(3,973	)		—		(18	)		(1,169	)		(5,160	)
Net cash used in investing activities		(561,564	)		—		(18	)		(1,169	)		(562,751	)
Financing Activities
Net borrowings under ABL facilities		58,000			—		—			—			58,000
Issuance of senior notes		730,000			—		—			—			730,000
Repayment of Predecessor long-term debt, including redemption premiums and interest		(719,972	)		—		—			—			(719,972	)
Equity contribution		553,507											553,507
Financing costs		(39,211	)		—		—			—			(39,211	)
Dividends paid		—			—		44,500			(44,500	)		—
Intercompany transactions		(16,774	)		—		(32,046	)		48,820			—
Net cash (used in) provided by financing activities		565,550			—		12,454			4,320			582,324
Effect of exchange rate changes on cash and cash equivalents		—			—		—			75			75
Net (decrease) increase in cash and cash equivalents		(54,861	)		—		283			2,085			(52,493	)
Cash and cash equivalents at beginning of period		60,772			—		(283	)		5,793			66,282
Cash and cash equivalents at end of period	$	5,911		$	—	$	—		$	7,878		$	13,789

88

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Period January 3, 2010 to October 12, 2010 (Predecessor)
(In thousands)

						Subsidiary			Non-Guarantor			Reclassification/
	Company			Co-Issuer		Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	648,331		$	—	$	130,099		$	246,842		$	(127,334	)	$	897,938
Cost of sales		477,674			—		124,682			183,487			(127,334	)		658,509
Gross profit		170,657			—		5,417			63,355			—			239,429
Selling, general and administrative expense		127,453			—		2,602			29,393			—			159,448
Transaction costs		38,416			—		—			—			—			38,416
Transaction bonuses		26,231			—		—			—			—			26,231
Stock comp expense		38,014			—		—			—			—			38,014
(Loss) income from operations		(59,457	)		—		2,815			33,962			—			(22,680	)
Interest expense, net		58,104			—		1			654			—			58,759
(Gain) loss on debt extinguishment		(16,306	)		—		—			1,105			—			(15,201	)
Foreign currency (gain)		—			—		—			(184	)		—			(184	)
(Loss) income before income taxes		(101,255	)		—		2,814			32,387			—			(66,054	)
Income taxes (benefit)		(30,068	)		—		25,720			9,568			—			5,220
(Loss) income before equity (loss) income from subsidiaries		(71,187	)		—		(22,906	)		22,819			—			(71,274	)
Equity (loss) income from subsidiaries		(87	)		—		22,819			—			(22,732	)		—
Net income (loss)	$	(71,274	)	$	—	$	(87	)	$	22,819		$	(22,732	)	$	(71,274	)

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Period January 3, 2010 to October 12, 2010 (Predecessor)
(In thousands)

						Subsidiary			Non-Guarantor
	Company			Co-Issuer		Guarantors			Subsidiaries			Consolidated
Net cash provided by (used in) operating activities	$	1,946		$	—	$	(2,069	)	$	28,692		$	28,569
Investing Activities
Capital expenditures		(7,869	)		—		(55	)		(2,378	)		(10,302	)
Other		385			—		—			(385	)		—
Net cash used in investing activities		(7,484	)		—		(55	)		(2,763	)		(10,302	)
Financing Activities
Net repayments under prior ABL Facility		(10,000	)		—		—			—			(10,000	)
Excess tax benefit from redemption of options		1,817			—		—			—			1,817
Dividends paid		—			—		20,000			(20,000	)		—
Financing costs		(223	)		—		—			—			(223	)
Intercompany transactions		68,799			—		(18,241	)		(50,558	)		—
Net cash provided by (used in) financing activities		60,393			—		1,759			(70,558	)		(8,406	)
Effect of exchange rate changes on cash and cash equivalents		—			—		—			516			516
Net increase (decrease) in cash and cash equivalents		54,855			—		(365	)		(44,113	)		10,377
Cash and cash equivalents at beginning of period		5,917			—		82			49,906			55,905
Cash and cash equivalents at end of period	$	60,772		$	—	$	(283	)	$	5,793		$	66,282

89

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
January 2, 2010 (Predecessor)
(In thousands)

						Subsidiary		Non-Guarantor		Reclassification/
	Company			Co-Issuer		Guarantors		Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	5,917		$	—	$	82	$	49,906	$	—		$	55,905
Accounts receivable, net		81,178			—		8,728		24,449		—			114,355
Intercompany receivables		—			—		76,138		3,045		(79,183	)		—
Inventories		80,654			—		6,613		28,127		—			115,394
Income taxes receivable		3,905			—		—		—		—			3,905
Deferred income taxes		5,109			—		—		—		(188	)		4,921
Prepaid expenses		6,542			—		1,263		1,140		—			8,945
Total current assets		183,305			—		92,824		106,667		(79,371	)		303,425
Property, plant and equipment, net		73,086			—		2,033		33,918		—			109,037
Goodwill		194,813			—		36,450		—		—			231,263
Other intangible assets, net		86,561			—		9,465		55		—			96,081
Investment in subsidiaries		197,163			—		92,409		—		(289,572	)		—
Intercompany receivable		—			197,552		—		—		(197,552	)		—
Other assets		20,524			—		—		1,799		—			22,323
Total assets	$	755,452		$	197,552	$	233,181	$	142,439	$	(566,495	)	$	762,129
Liabilities and Stockholders’ (Deficit)
Current liabilities:
Accounts payable	$	54,618		$	—	$	9,111	$	23,851	$	—		$	87,580
Intercompany payables		79,183			—		—		—		(79,183	)		—
Payable to parent		(1,535	)		—		1,535		—		—			—
Accrued liabilities		57,861			—		6,118		9,108		—			73,087
Deferred income taxes		—			—		188		2,312		(188	)		2,312
Income taxes payable		—			—		—		1,112		—			1,112
Total current liabilities		190,127			—		16,952		36,383		(79,371	)		164,091
Deferred income taxes		33,227			—		2,314		1,016		—			36,557
Other liabilities		31,943			—		16,752		12,631		—			61,326
Long-term debt		675,360			197,552		—		—		(197,552	)		675,360
Convertible preferred stock		150,000			—		—		—		—			150,000
Stockholders’ (deficit)		(325,205	)		—		197,163		92,409		(289,572	)		(325,205	)
Total liabilities and stockholders’ (deficit)	$	755,452		$	197,552	$	233,181	$	142,439	$	(566,495	)	$	762,129

90

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For The Year Ended January 2, 2010 (Predecessor)
(In thousands)

						Subsidiary		Non-Guarantor			Reclassification/
	Company			Co-Issuer		Guarantors		Subsidiaries			Eliminations			Consolidated
Net sales	$	772,653		$	—	$	144,365	$	270,317		$	(141,228	)	$	1,046,107
Cost of sales		562,715			—		137,821		206,383			(141,228	)		765,691
Gross profit		209,938			—		6,544		63,934			—			280,416
Selling, general and administrative expense		164,202			—		2,693		37,715			—			204,610
Manufacturing restructuring costs		5,255			—		—		—			—			5,255
Income from operations		40,481			—		3,851		26,219			—			70,551
Interest expense, net		76,585			—		—		767			—			77,352
Gain on debt extinguishment		(29,665	)		—		—		—			—			(29,665	)
Foreign currency (gain)		—			—		—		(184	)		—			(184	)
Income before income taxes		(6,439	)		—		3,851		25,636			—			23,048
Income taxes		(6,504	)		—		1,964		6,930			—			2,390
Income before equity income from subsidiaries		65			—		1,887		18,706			—			20,658
Equity income from subsidiaries		20,593			—		18,706		—			(39,299	)		—
Net income	$	20,658		$	—	$	20,593	$	18,706		$	(39,299	)	$	20,658

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For The Year Ended January 2, 2010 (Predecessor)
(In thousands)

						Subsidiary			Non-Guarantor
	Company			Co-Issuer		Guarantors			Subsidiaries			Consolidated
Net cash provided by operating activities	$	57,211		$	—	$	18,418		$	43,072		$	118,701
Investing Activities
Capital expenditures		(7,643	)		—		(32	)		(1,058	)		(8,733	)
Other		(383	)		—		383			—			—
Net cash (used in) provided by investing activities		(8,026	)		—		351			(1,058	)		(8,733	)
Financing Activities
Net repayments under prior ABL Facility		(46,000	)		—		—			—			(46,000	)
Issuance of senior notes		217,514			—		—			—			217,514
Cash paid to redeem senior notes		(216,013	)		—		—			—			(216,013	)
Financing costs		(16,708	)		—		—			(94	)		(16,802	)
Troubled debt interest payments		(1,037	)		—		—			—			(1,037	)
Intercompany transactions		14,012			—		(18,784	)		4,772			—
Net cash (used in) provided by financing activities		(48,232	)		—		(18,784	)		4,678			(62,338	)
Effect of exchange rate changes on cash and cash equivalents		—			—		—			1,566			1,566
Net increase (decrease) in cash and cash equivalents		953			—		(15	)		48,258			49,196
Cash and cash equivalents at beginning of year		4,964			—		97			1,648			6,709
Cash and cash equivalents at end of year	$	5,917		$	—	$	82		$	49,906		$	55,905

91

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For The Year Ended January 3, 2009 (Predecessor)
(In thousands)

						Subsidiary			Non-Guarantor		Reclassification/
	Company			Co-Issuer		Guarantors			Subsidiaries		Eliminations			Consolidated
Net sales	$	792,190		$	—	$	217,002		$	315,171	$	(190,407	)	$	1,133,956
Cost of sales		596,894			—		208,886			243,734		(190,407	)		859,107
Gross profit		195,296			—		8,116			71,437		—			274,849
Selling, general and administrative expense		161,443			—		10,374			40,208		—			212,025
Manufacturing restructuring costs		1,133			—		—			650		—			1,783
Income (loss) from operations		32,720			—		(2,258	)		30,579		—			61,041
Interest expense (income), net		82,238			—		(12	)		341		—			82,567
Foreign currency loss		—			—		—			1,809		—			1,809
Income (loss) before income taxes		(49,518	)		—		(2,246	)		28,429		—			(23,335	)
Income taxes		42,184			—		2,601			8,277		—			53,062
Income (loss) before equity income from subsidiaries		(91,702	)		—		(4,847	)		20,152		—			(76,397	)
Equity income from subsidiaries		15,305			—		20,152			—		(35,457	)		—
Net income (loss)	$	(76,397	)	$	—	$	15,305		$	20,152	$	(35,457	)	$	(76,397	)

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For The Year Ended January 3, 2009 (Predecessor)
(In thousands)

						Subsidiary			Non-Guarantor
	Company			Co-Issuer		Guarantors			Subsidiaries			Consolidated
Net cash provided by (used in) operating activities	$	3,452		$	—	$	(1,539	)	$	6,038		$	7,951
Investing Activities
Capital expenditures		(6,773	)		—		(217	)		(4,508	)		(11,498	)
Proceeds from sale of assets		20			—		5			—			25
Net cash used in investing activities		(6,753	)		—		(212	)		(4,508	)		(11,473	)
Financing Activities
Borrowings under prior ABL Facility		56,000			—		—			—			56,000
Repayments of term loan		(61,000	)		—		—			—			(61,000	)
Dividends		—			—		8,873			(8,873	)		—
Financing costs		(3,913	)		—		—			(1,458	)		(5,371	)
Intercompany transactions		10,771			—		(7,396	)		(3,375	)		—
Net cash (used in) provided by financing activities		1,858			—		1,477			(13,706	)		(10,371	)
Effect of exchange rate changes on cash and cash equivalents		—			—		—			(1,001	)		(1,001	)
Net decrease in cash and cash equivalents		(1,443	)		—		(274	)		(13,177	)		(14,894	)
Cash and cash equivalents at beginning of year		6,407			—		371			14,825			21,603
Cash and cash equivalents at end of year	$	4,964		$	—	$	97		$	1,648		$	6,709

92

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

During the fiscal period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, completed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the fiscal period covered by this report, the disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for our company. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles. Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control system will prevent all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are achieved. Because of the inherent limitations in any internal control system, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within a company have been or will be detected. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of the internal control system are met.

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of January 1, 2011 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control — Integrated Framework.” Based on this assessment and subject to the limitations described above, management, including our Chief Executive Officer and Chief Financial Officer, has determined that our internal control over financial reporting was effective as of January 1, 2011.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

As previously disclosed in our Form 10-K for the year ended January 2, 2010, management determined that as of January 2, 2010 we did not maintain operating effectiveness of certain internal controls over financial reporting related to maintaining effective controls over the completeness and accuracy of the income tax provision and the related balance sheet accounts. As a result of such determination, management implemented enhanced internal controls and procedures for the tax provision calculations.

93

We engaged an independent public accounting firm (which was not our auditors, Deloitte & Touche LLP) effective the first quarter of 2010 to perform additional detail reviews of complex transactions, the income tax calculations and disclosures on a quarterly and annual basis and to advise us on matters beyond our in-house expertise. The accounting firm performed the reviews of the income tax calculations and disclosures for each of the three quarters ended October 2, 2010, the stub period ended October 12, 2010 and the period ended January 1, 2011.

Testing related to the revised internal controls and procedures for the annual tax provision calculations and disclosure reviews was completed during the first quarter of 2011 for the year ended January 1, 2011, and the revised internal controls and procedures for the annual tax provision calculations were determined by us to be operating effectively. As a result, we concluded that as of January 1, 2011 we have remediated the control issues identified during the fourth quarter of 2009 related to the completeness and accuracy of the income tax provision and the related balance sheet accounts.

Except as described above, there were no changes to our internal control over financial reporting during the quarter ended January 1, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

94

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information about Parent’s and our directors and executive officers.

Name	Age	Position(s)
Thomas N. Chieffe	53	President, Chief Executive Officer and Director
Stephen E. Graham	53	Vice President — Chief Financial Officer and Secretary
Warren J. Arthur	43	Senior Vice President of Operations
John F. Haumesser	46	Vice President of Human Resources
Erik Ragatz	38	Director, Chairman of the Board of Directors and Compensation Committee
Charles A. Carroll	61	Director
Dana R. Snyder	64	Director and Former Interim President and Chief Executive Officer
Robert B. Henske	49	Director
Stefan Goetz	40	Director
Adam B. Durrett	30	Director, Chairman of the Audit Committee

Through its indirect ownership of our membership interest, the board of directors of Parent controls the actions taken by us. Parent’s and our directors are elected on an annual basis. All of the officers serve at the discretion of Parent’s board of directors. Set forth below is a brief description of the business experience of the directors and executive officers.

Thomas N. Chieffe, Age 53. Mr. Chieffe joined us in October 2006 as our President and Chief Executive Officer and has been a director since October 2010. Mr. Chieffe was also a director of AMH Holdings II, Inc., our then indirect parent company, from October 2006 to October 2010. Before joining us, Mr. Chieffe worked for Masco Corporation from 1993 to 2006 in various leadership positions, including Group Vice President, Retail Cabinets, from 2005 to 2006, President and Chief Executive Officer of Kraftmaid Cabinetry, Inc., from 2001 to 2005, General Manager of Kraftmaid from 1999 to 2001, Executive Vice President of Operations for Kraftmaid from 1996 to 1999 and Group Controller of Masco Corporation from 1993 to 1996. Mr. Chieffe also serves as a director for Knape & Vogt. Mr. Chieffe’s experience in the consumer and building products industries provide the Board of Directors with valuable insight regarding strategic decisions and our overall direction. Mr. Chieffe’s detailed knowledge of our operations, finances, strategies and industry qualify him to serve as our President and Chief Executive Officer and as a member of the Board of Directors.

Stephen E. Graham, Age 53. Mr. Graham has been our Vice President — Chief Financial Officer and Secretary since June 2009. Mr. Graham has 31 years of accounting and finance experience, including 16 years serving in a chief financial officer capacity. Most recently, Mr. Graham was the Chief Financial Officer of Wastequip, Inc., an international waste equipment manufacturer, from 2008 to March 2009, and Executive Vice President and Chief Financial Officer of Shiloh Industries, Inc., a publicly traded automotive components manufacturer, from 2001 to 2008.

Warren J. Arthur, Age 43. Mr. Arthur has been our Senior Vice President of Operations since March 2008. Mr. Arthur joined us in 2006 as Vice President — Purchasing and Supply Chain. Before joining us, Mr. Arthur worked for Laminate Technologies Corporation from January 2006 to November 2006 as its Chief Operating Officer and for Masco Corporation’s Retail Cabinet Group from 1994 to 2005 in various positions, last serving as its Vice President of Purchasing.

John F. Haumesser, Age 46. Mr. Haumesser joined us in February 2001 as Vice President of Human Resources. Before joining us, Mr. Haumesser was Director of Human Resources for the North American Building Products Division of Pilkington, PLC. Before joining Pilkington, Mr. Haumesser held a series of human resources and manufacturing management roles at Case Corporation and the Aluminum Company of America.

95

Erik Ragatz, Age 38. Mr. Ragatz has been a director and the Chairman of the Board of Directors since October 2010. Mr. Ragatz is a Managing Director at Hellman & Friedman. Before joining Hellman & Friedman in 2001, Mr. Ragatz was a vice-president with Pacific Equity Partners in Sydney, Australia and an associate with Bain Capital in Boston, Massachusetts. Mr. Ragatz also worked as a management consultant for Bain & Company in San Francisco, California. Mr. Ragatz currently serves as a director of Sheridan Holdings, Inc., LPL Investment Holdings, Inc. and Goodman Global Group, Inc., where he serves as Chairman. As a member of the Board of Directors, Mr. Ragatz contributes his financial and capital markets expertise and draws on his years of experience with Hellman & Friedman. Mr. Ragatz also brings his insight into the proper functioning and role of corporate boards of directors, gained through his years of service on the boards of directors of Hellman & Friedman’s portfolio companies.

Charles A. Carroll, Age 61. Mr. Carroll has been a director since October 2010. Mr. Carroll served as President and Chief Executive Officer of Goodman Global, Inc. from September 2001 to April 2008. Before joining Goodman Global, Inc., Mr. Carroll served as President and Chief Executive Officer of Amana Appliances from January 2000 to July 2001, when substantially all of the assets of Amana Appliances were acquired by Maytag Corporation. From 1971 to March 1999, Mr. Carroll was employed by Rubbermaid, Inc. where, from 1993, he held the position of President and Chief Operating Officer and was a member of the board of directors. Mr. Carroll currently serves as a director of Goodman Global Group, Inc. As a member of the Board of Directors, Mr. Carroll contributes his knowledge of the building products industry, as well as substantial experience developing corporate strategy and assessing emerging industry trends and business operations.

Dana R. Snyder, Age 64. Mr. Snyder has been a director since November 2010. From December 2004 to October 2010, Mr. Snyder served as a director of AMH Holdings II, Inc., our then indirect parent company, and from July through September 2006, Mr. Snyder served as our Interim President and Chief Executive Officer. Previously, Mr. Snyder was an executive with Ply Gem Industries, Inc. and The Stolle Corporation and served on the board of directors of Werner Ladder from 2004 to 2007. Mr. Snyder’s valuable experience in general management, manufacturing operations, sales and marketing, as well as cost reduction and acquisitions, adds value and extensive knowledge regarding our industry and evaluation of certain strategic alternatives. In addition, he has experience evaluating the financial and operational performance of companies within the building products industry. Mr. Snyder’s tenure as our Interim President and Chief Executive Officer gave him an understanding of the financial and business issues relevant to us and makes him well-qualified to serve as a member of the Board of Directors.

Robert B. Henske, Age 49. Mr. Henske has been a director since October 2010. Mr. Henske has served as a Managing Director at Hellman & Friedman since July 2007. From May 2005 until July 2007, he served as Senior Vice President and General Manager of the Consumer Tax Group of Intuit Inc. He was Intuit’s Chief Financial Officer from January 2003 to September 2005. Before joining Intuit, he served as Senior Vice President and Chief Financial Officer of Synopsys, Inc. from May 2000 until January 2003. From January 1997 to May 2000, Mr. Henske was a Partner at Oak Hill Capital Management, a Robert M. Bass Group private equity investment firm. Mr. Henske is Chairman of the boards of directors of Activant Solutions, Inc., Datatel, Inc. and IRIS Software Group Limited and also serves on the boards of directors of Goodman Global Group, Inc., SSP Holdings plc and VeriFone Systems, Inc. Mr. Henske was previously a member of the boards of directors of Williams Scotsman, Inc., Grove Worldwide L.L.C., Reliant Building Products, Inc. and American Savings Bank. As a member of the Board of Directors, Mr. Henske contributes his financial and capital markets expertise and draw on his years of experience as a private equity investor and corporate executive. Mr. Henske also brings his insight into the proper functioning and role of corporate boards of directors, gained through his years of service on various boards of directors.

Stefan Goetz, Age 40. Mr. Goetz has been a director since October 2010. Mr. Goetz is a Managing Director at Hellman & Friedman. Before joining Hellman & Friedman in 2007, Mr. Goetz was an Executive Director in the Principal Investments Area of Goldman Sachs International in London from 2000 to 2007. Previously, he worked at McKinsey & Co. in Germany. As a member of the Board of Directors, Mr. Goetz contributes his financial expertise and draws on his years of experience with Hellman & Friedman and in other corporate positions. Mr. Goetz also brings his insight into the proper functioning and role of corporate boards of directors, gained through his years of service on various boards of directors.

96

Adam B. Durrett, Age 30. Mr. Durrett has been a director since October 2010. Mr. Durrett is a Principal at Hellman & Friedman LLC. Before joining Hellman & Friedman in 2005, Mr. Durrett worked in the Media and Telecommunications Mergers and Acquisitions Department of Morgan Stanley & Co. in New York from 2003 to 2005. As a member of the Board of Directors, Mr. Durrett contributes his financial expertise and draws on his years of experience with Hellman & Friedman and in other financial positions.

BOARD COMPOSITION AND GOVERNANCE

Our Board of Directors consists of seven directors. Our amended and restated limited liability company agreement provides that our Board of Directors shall consist of a number of directors between one and ten. The exact number of directors will be determined from time to time by the affirmative vote of a majority of directors then in office.

Each director serves until such director’s resignation, death, disqualification or removal. Vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by Holdings (our sole member) or the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director.

In connection with the closing of the Merger on October 13, 2010, Parent, Holdings and we entered into a stockholders agreement (the “Stockholders Agreement”) with certain investment funds affiliated with Hellman & Friedman LLC (the “H&F Investors”) and each member of our management and Board of Directors that held shares of common stock or options of Parent at that date. Under the Stockholders Agreement, before an initial public offering of the shares of Parent’s common stock, the board of directors of Parent will consist of the Chief Executive Officer of Parent (unless otherwise determined in writing by the H&F Investors) and such other directors as shall be designated from time to time by the H&F Investors.

For a discussion regarding the Stockholders Agreement, please refer to Item 13. “Certain Relationships, Related Transactions and Director Independence — Agreements Related to the Merger — Stockholders Agreement.”

The members of our Board of Directors have been determined by action of Holdings, our sole member and a wholly-owned subsidiary of Parent. Parent has designated the members of its board of directors to also be the members of each of Holdings’ and our board of directors. Because we have a single member, we do not have a standing nominating committee of our Board of Directors and do not recommend directors for approval by Holdings.

We believe that Holdings seeks to ensure that our Board of Directors is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure. In that regard, we believe that Holdings considers all factors it deems appropriate, including the information discussed in each director’s biographical information set forth above and, in particular, with regard to Messrs. Durrett, Ragatz, Goetz and Henske, their significant experience, expertise and background with regard to financial matters.

Parent’s board of directors currently has two standing committees, the Audit Committee and the Compensation Committee.

97

Audit Committee

The members of Parent’s Audit Committee are appointed by Parent’s board of directors. The Audit Committee currently consists of Messrs. Durrett, Ragatz and Henske, who were appointed to the Audit Committee in 2010. Mr. Durrett serves as the chairman of the Audit Committee. Mr. Henske is considered a financial expert under the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC. Under the applicable listing standards, there are heightened requirements for determining whether the members of the Audit Committee are independent. Since Parent does not have a class of securities listed on any national securities exchange, Parent is not required to maintain an audit committee comprised entirely of “independent” directors under the heightened independence standards. The members of Parent’s Audit Committee do not qualify as independent under the heightened independence standards. Parent believes the experience and education of the directors on its Audit Committee qualify them to monitor the integrity of its financial statements, compliance with legal and regulatory requirements, the public accountant’s qualifications and independence, its internal controls and procedures for financial reporting and its compliance with applicable provisions of the Sarbanes-Oxley Act and the rules and regulations thereunder. In addition, the Audit Committee has the ability on its own to retain independent accountants, financial advisors or other consultants, advisors and experts whenever it deems appropriate.

Compensation Committee

The Compensation Committee currently consists of four directors, Messrs. Ragatz, Henske, Carroll and Snyder.

Compensation Committee Interlocks and Insider Participation

Compensation decisions are made by the board of directors and Compensation Committee of Parent. None of our executive officers has served as a member of the compensation committee (or other committee serving an equivalent function) of any other entity, whose executive officers served as a director of Parent or us or members of the Compensation Committee.

Messrs. Ragatz, Henske, and Goetz are managing directors of Hellman & Friedman. As of January 1, 2011, the H&F Investors control approximately 98% of the outstanding common stock of Parent. See Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and Item 13. “Certain Relationships, Related Transactions and Director Independence.”

Director Compensation

During fiscal year 2010, none of our directors who are executive officers (i.e., Mr. Chieffe) received additional compensation for serving on the Board of Directors, except for reimbursement of out-of-pocket expenses associated with attendance at board meetings.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Not applicable.

CODE OF ETHICS

We have adopted a code of ethics that applies to our principal executive officer and all senior financial officers, including the chief financial officer, controller and other persons performing similar functions. This code of ethics is posted on our website at http://www.associatedmaterials.com. Any waiver or amendment to this code of ethics will be timely disclosed on our website. Information contained on our website shall not be deemed a part of this report.

98

ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

For the fiscal year ending January 1, 2011, our named executive officers and their respective titles were as follows:

• Thomas N. Chieffe, President and Chief Executive Officer

• Stephen E. Graham, Vice President-Chief Financial Officer and Secretary

• Warren J. Arthur, Senior Vice President of Operations

• Robert M. Franco, President of AMI Distribution

• John F. Haumesser, Vice President of Human Resources

In December 2010, we announced that Mr. Franco would be leaving us effective March 31, 2011.

Objectives of Our Executive Compensation Program

The goals of our executive compensation program are to: (1) attract and retain key executives, (2) align executive pay with corporate goals and (3) encourage a long-term commitment to enhance equity value. For purposes of this discussion, the term “executive” refers to our named executive officers.

Our key performance indicator is Adjusted EBITDA. We and our shareholders utilize Adjusted EBITDA as the primary measure of our financial performance. Accordingly, our compensation programs are designed to reward executives for driving growth of our Adjusted EBITDA, which we believe corresponds to the enhancement of equity value. Adjusted EBITDA as presented elsewhere in this report for the year ended January 1, 2011 (the “2010 fiscal year”) has the same meaning as the defined term “EBITDA” as used in the employment agreements for our executives. However, “EBITDA,” as used in such employment agreements, as compared to Adjusted EBITDA, may be subject to additional adjustments as made in good faith by our Board of Directors for non-recurring or unusual transactions such as acquisitions or dispositions of assets outside the ordinary course of business. For purposes of the following discussion and the executive compensation disclosures within this Compensation Discussion and Analysis section, EBITDA has the meaning as defined in such employment agreements (i.e., Adjusted EBITDA subject to adjustment by our Board of Directors as described above).

Elements of Compensation

The compensation of our named executive officers consists of the following elements: (1) base salary, (2) bonus awards, (3) annual incentive bonus, (4) equity-based compensation in the form of stock options, (5) other long-term incentives based upon the enhancement of our equity value, and (6) severance benefits. We believe that offering these elements is necessary to remain competitive in attracting and retaining talented executives. Furthermore, the annual incentive bonus, equity-based compensation and other long-term incentives align the executive’s goals with those of the organization and our shareholders.

Collectively, these elements of the executive’s total compensation are designed to reward and influence the executive’s individual performance and our short-term and long-term performance. Base salaries and annual incentive bonuses are designed to reward executives for their performance and our short-term performance. Bonus awards typically include sign-on bonuses or incentives to attract executives, or awards to executives paid at the discretion of our Board of Directors. We believe that providing equity-based compensation and other long-term incentive compensation ensures that our executives have a continuing stake in our long-term success and have incentives to increase our equity value. Severance benefits are commonplace in executive positions, and we believe that offering such benefits is necessary to remain competitive in the marketplace. Total compensation for each executive is reviewed annually by the Compensation Committee of our Board of Directors (the “Committee”) to ensure that the proportions of the executive’s short-term incentives and long-term incentives are properly balanced.

99

Setting Executive Compensation

The Committee reviews all employment agreements and recommends changes to compensation for our top management group, including the executives, which are forwarded to our Board of Directors for approval. Our Human Resources Department compiles data regarding compensation paid by other companies for use in the determination of annual salary increases, as well as for use in the review of the overall compensation structure for executives. We subscribe to a compensation database (Hay Group PayNet Compensation Database) to obtain compensation data for similarly sized companies based on annual revenues. For the named executive officers, our Vice President of Human Resources and our Chief Executive Officer (the “CEO”) review the data obtained from the compensation database in conjunction with assessing each executive’s performance for the year and prepare recommendations to the Committee with respect to proposed annual increases for the executives, excluding themselves. The Committee reviews these assessments and recommendations, and either approves these recommendations or adjusts and approves the annual increases for these executives. Our Vice President of Human Resources provides the Committee with data from the database related to comparable CEO compensation; however, the Committee develops its own assessment of the performance of our CEO and, if deemed appropriate, recommends an annual base salary increase. The following further discusses each component of executive compensation.

Compensation Mix

The total compensation for each executive is reviewed annually by the Committee to ensure that the proportions of the executive’s salary, bonus and short-term incentives are properly balanced, and that compensation is aligned with our performance. For the 2010 fiscal year, salaries and discretionary bonuses comprised the following percentage of total compensation for each of our executives:

	Salary and Bonus as a
	% of Total Compensation
Thomas N. Chieffe		8	%
Stephen E. Graham		13	%
Warren J. Arthur		8	%
Robert M. Franco		9	%
John F. Haumesser		9	%

For the 2010 fiscal year, salary and bonus comprised a much smaller percentage of total compensation than in previous years due to the receipt by our named executive officers of payments made in connection with the Merger as described below.

Base Salary

Base salaries are determined based on (1) a review of salary ranges for similar positions at companies of similar size based on annual revenues, (2) the specific experience level of the executive, and (3) expected contributions by the executive toward organizational goals. Annually, the Committee reviews base salaries of executives to ensure that, along with all other compensation, base salaries continue to be competitive with respect to similarly sized companies. As described above, the Committee may also award annual increases in base salary based upon the executive’s individual contributions and performance during the prior year.

In connection with the Merger, each of our named executive officers entered into a new employment agreement on terms substantially similar to those in effect immediately prior to the Merger except each of the annual base salaries for the following named executive officers were increased as follows: Mr. Graham’s base salary increased from $300,000 to $312,000; Mr. Arthur’s base salary increased from $250,000 to $260,000; Mr. Franco’s base salary increased from $330,000 to $343,980; and Mr. Haumesser’s base salary increased from $252,000 to $262,080. The base salaries were increased in 2010 since such salaries had not been increased for Messrs. Franco and Haumesser since April 2008. Mr. Arthur’s base salary had been adjusted in August 2009.

100

Effective April 1, 2011, Mr. Chieffe’s base salary will increase to $625,000 and will further increase to $650,000 on April 1. 2012. These guaranteed salary increases were the result of negotiations with Mr. Chieffe in connection with his employment agreement.

Bonus Awards

Bonus awards encompass any bonus provided outside of the annual incentive bonus. Typical bonus awards include awards used to attract executives to us, such as signing bonuses or bonuses that guarantee a fixed or minimum payout as compared to a payout under the annual incentive bonus based upon the achievement of defined performance goals. Bonus awards can also be awarded at the discretion of the Board of Directors to recognize extraordinary achievements or contributions by our executives.

Annual Incentive Bonus. Each year the Board of Directors establishes EBITDA performance goals, including a threshold, target, and maximum performance goals. The EBITDA performance goals are established by the Board of Directors, giving consideration to our prior year performance, expected growth in EBITDA, market conditions that may impact results, and a review of the budget prepared by management. The EBITDA performance goals are established to motivate superior performance by management to achieve challenging targets and results that are deemed to be in the best interest of us and our shareholders and to tie their interest to meeting and exceeding our established financial goals. Failure to achieve the internal EBITDA performance goals is not necessarily an indication of our financial performance or our financial condition. If the EBITDA results for the period in question are between either the threshold and target performance goals or target and maximum performance goals, linear interpolation is used to calculate the incentive bonus payout. As described above under the heading, “—Objectives of Our Executive Compensation Program”, the Board of Directors may, at its discretion, allow adjustments to EBITDA for non-recurring or unusual transactions, which may not otherwise be included as an adjustment to derive our Adjusted EBITDA as presented elsewhere in this report.

For fiscal year 2011, the annual incentive bonus payable to each of our named executive officers will be determined as a percentage of their base salaries based on the achievement of defined EBITDA performance goals and other operating metrics designed to measure short-term initiatives specific to 2011, which were established by the Board of Directors in February 2011. We believe that the performance goals established under the annual incentive bonus plan for compensation cycle that is currently in effect represent confidential financial information, the disclosure of which could cause us competitive harm. Accordingly, it is our practice not to include such information in our public filings until the completion of the relevant compensation cycle.

For fiscal year 2010, the executives’ annual incentive bonuses were determined as a percentage of their base salaries based on the achievement of defined EBITDA performance goals, which were established by the Board of Directors in February 2010 and remained unchanged as part of the Merger and the execution of new employment agreements. For 2010, the threshold, target and maximum EBITDA performance goals were $95 million, $105 million and $115 million, respectively, and EBITDA (as defined above under the heading, “—Objectives of Our Executive Compensation Program”) was approximately $133.8 million, calculated on the same basis as Adjusted EBITDA for the 2010 fiscal year, (as presented under the caption “Results of Operations” and elsewhere in this report), in accordance with the Board of Directors’ discretion in permitting adjustments for non-recurring or unusual transactions related to the Merger and as permitted under our new debt instruments.

101

For the 2010 fiscal year, the threshold, target and maximum bonuses payable to each of our named executive officers (expressed as a percentage of base salary) are set forth below:

	2010 Annual Incentive
	Bonus Payout Percentage
	Threshold		Target		Maximum
Thomas N. Chieffe		20%		100%		150%
Stephen E. Graham		20%		60%		100%
Warren J. Arthur		20%		60%		100%
Robert M. Franco		20%		60%		100%
John F. Haumesser		20%		60%		100%

Since EBITDA for the 2010 fiscal year exceeded the maximum performance goal, each of the named executive officers received the maximum bonus payout. Accordingly, for the 2010 fiscal year, Mr. Chieffe’s bonus was $900,000; Mr. Graham’s bonus was $312,000; Mr. Arthur’s bonus was $260,000; Mr. Franco’s bonus was $343,980 and Mr. Haumesser’s bonus was $262,080.

Retention Bonus. Mr. Chieffe’s employment agreement provides for a special retention incentive bonus of $2 million, payable in four equal annual installments commencing on October 1, 2010. The payment of the special retention incentive bonus will cease if Mr. Chieffe’s employment is terminated by us for cause or in the event Mr. Chieffe resigns without good reason. Mr. Chieffe would be entitled to the remaining unpaid portion of his special retention incentive bonus in the event of his termination without cause; he resigns for good reason or due to his death or disability.

Equity-Based Compensation — Stock Options

The Committee awards equity-based compensation to executives based on the expected role of the executive in increasing equity value. Typically stock options will be awarded upon hiring or promotion of the executive; however, stock options may be granted at any time at the discretion of the Board of Directors.

In connection with the Merger, Messrs. Chieffe, Graham, Arthur, Franco, and Haumesser have each been granted stock options for the purchase of equity in Parent. Refer to the “Outstanding Equity Awards at Fiscal Year-End” section for a description of the 2010 Stock Option Plan pursuant to which such options were granted. The number of stock options granted to Messrs. Chieffe, Graham, Arthur, Franco and Haumesser were determined in connection with the negotiations between each such executive and Hellman & Friedman LLC (“H&F”) with respect to the execution of new employment agreements in connection with the Merger. The number of options granted to each named executive officer was determined by H&F based upon its knowledge of management ownership levels in similar private-equity transactions.

Severance Compensation/Change in Control Benefits

Severance and Change in Control Benefits under Employment Agreements. The executives have entered into employment agreements that provide for severance benefits either in the event that we terminate the executive without cause or, during the two year period following a change in control of us (which change in control occurred on October 13, 2010 as a result of the consummation of the Merger), if the executive resigns following the occurrence of certain adverse changes to his employment, as described in more detail below. In addition to the circumstances pursuant to which severance is payable that are described in the preceding sentence, Mr. Chieffe’s employment agreement also provides for severance benefits in the event he resigns for good reason. Refer to the “—Grants of Plan-Based Awards,” “—Employment Agreements” and “—Potential Payments upon Termination or Change in Control” sections for additional discussion of these agreements. We believe that it is necessary to offer severance benefits in order to remain competitive in attracting talent to us (and to retain such talent). The severance benefits provided to the executives following the Merger are enhanced in comparison to the standard severance benefits provided to such executives. These enhanced benefits allow each executive to remain focused on his responsibilities and the interests of our shareholders following the Merger. Under each of the executive’s current employment agreements, these enhanced severance benefits will remain in place until October 13, 2012 (i.e., the second anniversary of the Merger).

102

Change in Control Benefits under Stock Option Award Agreements. As described in detail below under the caption “Outstanding Equity Awards At Fiscal Year-End — AMH Investment Holdings Corp. 2010 Stock Incentive Plan,” the stock option award agreements between us and our named executive officers provide that the time-based vesting options, granted pursuant to our 2010 Stock Incentive Plan, will vest in full immediately prior to a change in control (as defined in the plan). In the event of a change in control, the agreements also provide that the portion of the performance-based vesting options that was otherwise scheduled to vest in the year in which the change in control occurs and the portion that was scheduled to vest in any years subsequent to such change in control will become vested immediately prior to such change in control. We agreed to provide accelerated vesting of unvested time-based options and performance-based options (other than that portion of the performance-based option that did not vest in any year prior to a change in control) in order to ensure that our executives are solely focused on helping us consummate a change in control. If a liquidity event occurs (defined as the first to occur of either a change in control of us or an initial public offering of our common stock), any portion of the performance-based option that did not vest in any prior year because the applicable EBITDA target was not met will vest if and only if the investment funds affiliated with H&F that purchased Parent common stock in the Merger (the “H&F Investors”) receive a three times return on their initial cash investment in Parent.

Transaction Bonuses. In connection with the Merger, the Committee approved transaction bonuses to each of Messrs. Chieffe and Arthur. For Mr. Chieffe, the bonus was comprised of two parts, one in the form of a cash bonus payment in the amount of $1,416,000 (before taxes), and the other in the form of an option grant under the AMH Holdings II, Inc. 2004 Stock Option Plan (the “2004 Plan”) to purchase 13,824 shares of our non-voting common stock, which resulted in cash proceeds to Mr. Chieffe equal to $1,837,900 (before taxes) upon the cash-out and cancellation of this option in the Merger. The option was granted with an exercise price of $1.00 per share, which was below the fair market value of such stock at the time of grant. The option could only be exercised (once it vested immediately prior to the occurrence of the Merger) within the short-term deferral period (i.e., by no later than the date which is two and one-half months following the end of the calendar year in which the option became exercisable). The amount of Mr. Arthur’s cash bonus payment was $1,167,000 (before taxes). The Committee paid these bonuses to reward Messrs. Chieffe and Arthur for their extraordinary efforts in helping us consummate the Merger.

In addition, certain options granted under the 2004 Plan were subject to adjustment in the event that Investcorp, one of our key shareholders prior to the Merger, converted its preferred stock of AMH II into common stock, which it did in connection with the Merger. Since Section 409A of the Internal Revenue Code prevented us from making this adjustment, we made cash payments to each of Messrs. Chieffe, Graham, Arthur, Franco, and Haumesser equal to the product of the number of additional shares that each such executive would have received if his option had been adjusted upwards multiplied by (2) the excess, if any, of $133.95 (the fair market value of the underlying stock at the time of such conversion) over the exercise price per share of the common stock subject to such option.

Stock Option Cash Out. In connection with the Merger, all outstanding vested options under our 2004 Plan and our 2002 Plan (as such terms are defined under the caption “Outstanding Equity Awards At Fiscal Year-End) were cancelled in exchange for an amount in cash equal to the product of (1) the number of shares of common stock subject to each option as of the effective time of the Merger multiplied by (2) the excess, if any, of $133.95 (which was the per share Merger consideration) over the exercise price per share of the common stock subject to such option. As of immediately prior to the Merger, there were no unvested options under the 2002 Plan. Unvested options under the 2004 Plan were cancelled and each holder of an unvested option under such plan executed a release of claims in our favor in exchange for a cash payment of $500.

103

SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid to, or earned by, each of the named executive officers for the fiscal years ended January 1, 2011, January 2, 2010, and January 3, 2009.

												Change in
												Pension
												Value and
										Non-Equity		Nonqualified
								Option		Incentive Plan		Deferred
					Bonus			Awards		Compensation		Compensation		All Other
Name and Principal Position	Year		Salary		(1)			(4)		(2)		Earnings		Compensation			Total
Thomas N. Chieffe,		2010	$	587,502	$	500,000	(3)	$	14,100,490	$	900,000	$	—	$	9,570,246	(5)	$	25,658,238
President and Chief		2009		550,000		500,000			—		825,000		—		13,999			1,888,999
Executive Officer		2008		537,507		555,000			—		—		—		11,594			1,104,101
Stephen E. Graham,		2010		304,500		—			2,726,365		312,000		—		1,577,529	(5)		4,920,394
Vice President—Chief		2009		158,077		—			—		300,000		—		633			458,710
Financial Officer and Secretary
Warren J. Arthur,		2010		253,754		—			3,270,016		260,000		—		3,061,541	(5)		6,845,311
Senior Vice President of		2009		234,378		—			—		250,000		—		774			485,152
Operations		2008		218,876		13,500			—		—		—		705			233,081
Robert M. Franco,		2010		335,720		—			5,450,071		343,980		—		3,162,985	(5)		9,292,756
President of		2009		330,000		—			—		330,000		—		22,977			682,977
AMI Distribution		2008		326,817		19,845			—		—		—		23,948			370,610
John F. Haumesser,		2010		255,780		—			3,406,294		262,080		—		1,969,571	(5)		5,893,725
Vice President of		2009		252,000		—			—		252,000		—		4,474			508,474
Human Resources		2008		249,000		15,120			—		—		—		10,032			274,152

(1)	Except as described in footnote (3), amounts characterized as “Bonus” payments were discretionary awards authorized by the Committee.
(2)	Amounts included in the column “Non-Equity Incentive Plan Compensation” reflect the annual cash incentive bonus approved by the Committee.
(3)	As set forth in his employment agreement, Mr. Chieffe is entitled to a special retention incentive bonus of $2,000,000 payable in four equal annual installments commencing on October 1, 2010. He received the first installment of $500,000 on October 1, 2010.
(4)	The dollar amount provided herein reflects the dollar amount recognized for financial statement reporting purposes for the 2010 fiscal year in accordance with FASB Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“ASC 718”), due to the modification of the options referred to in footnote 5 immediately below to eliminate provisions which caused variability in the number of shares underlying the options. For Mr. Chieffe, the dollar amount also includes the amount recognized for financial statement reporting purposes for the 2010 fiscal year in accordance with ASC 718 for the option granted on September 7, 2010 in connection with the Merger.
(5)	The dollar amount provided herein includes a cash payment made in lieu of adjusting the number of shares subject to an option granted under the 2004 Plan, which option was subject to adjustment in the event our previous investor, Investcorp, converted its preferred stock of AMH II into common stock as described in more detail below under the caption “Outstanding Equity Awards At Fiscal Year-End — AMH Holdings II, Inc. 2004 Stock Option Plan.” The amount of the payment was determined by the product of the number of shares that would have been received had the option been adjusted upwards multiplied by (2) the excess, if any, of $133.95 (the fair market value of the underlying stock at the time of such conversion) over the exercise price per share of the common stock subject to such option. The cash payment amount per executive officer was: Mr. Chieffe — $8,151,031, Mr. Graham — $1,576,011, Mr. Arthur - $1,890,255, Mr. Franco — $3,150,382 and Mr. Haumesser — $1,968,988. Also included in the amounts provided were one-time cash transaction bonus payments made to Mr. Chieffe and Mr. Arthur of $1,416,000 and $1,167,000, respectively, related to the consummation of the Merger. Amounts include imputed income from group term life coverage provided by us in excess of $50,000. The amounts also include the value of customer incentive trips attended by the executive’s spouse, including the related tax liability, for Messrs. Arthur and Franco in the amounts of $3,746 and $9,223, respectively.

104

EMPLOYMENT AGREEMENTS

As a matter of practice, we enter into employment agreements with our executive officers that establish minimum salary levels, outline the terms of their discretionary and annual incentive bonuses, and provide for severance benefits in the event of a qualifying termination or a change in control. The following is a summary of the significant terms of each named executive officer’s employment agreement.

Mr. Chieffe

Mr. Chieffe initially entered into an employment agreement with us effective as of August 21, 2006. In connection with the Merger, Mr. Chieffe entered into a new employment agreement with us on October 13, 2010 on substantially similar terms to the agreement in effect immediately prior to the Merger. Under the terms of his new employment agreement, Mr. Chieffe continues to serve as our President and Chief Executive Officer. The initial term of the new employment agreement is three years and on the third anniversary of the effective date and each successive anniversary thereof, the employment term will automatically extend by one year unless we give Mr. Chieffe notice not to extend the employment term. The employment agreement provides for an initial base salary of $600,000 per year, subject to annual review and which may not be decreased. Mr. Chieffe is also (i) eligible to earn a target annual incentive bonus equal to 100% of his base salary, contingent upon the achievement of defined EBITDA performance goals with respect to each fiscal year, (ii) participate in the stock plan established by Parent, and (iii) entitled to receive a special retention incentive bonus of $2 million, payable in four equal annual installments commencing on October 1, 2010. The payment of the special retention incentive bonus will cease if Mr. Chieffe’s employment is terminated by us for cause or in the event Mr. Chieffe voluntarily resigns without good reason. Mr. Chieffe would be entitled to the remaining unpaid portion of his special retention incentive bonus in the event of his termination without cause, his resignation for good reason, or due to his death or disability.

The new employment agreement provides that if Mr. Chieffe’s employment is involuntarily terminated by us without cause of if Mr. Chieffe resigns for good reason (in each case, other than if such termination occurs during the two year post-change in control period commencing on October 13, 2010), he will be entitled to the following severance benefits: (1) an amount equal to two times the amount of his base salary as in effect immediately prior to the date of termination of his employment, which amount shall be paid commencing on the 61^st day following such termination in 24 equal monthly installments (other than the first installment which will include all amounts that would have otherwise been paid if payment had commenced immediately following such termination), (2) continued medical and dental benefits consistent with the terms in effect for our active employees for 24 months (or reimbursement for the cost of such benefits), subject to reduction to the extent comparable benefits are actually received by Mr. Chieffe from another employer during this period, (3) a pro rata portion of any annual incentive bonus payable for the year of termination, paid at the time such bonus would have otherwise been paid absent such termination, and (4) the remaining unpaid portion of his special retention incentive bonus. For purposes of Mr. Chieffe’s employment agreement, “good reason” means of any of the following events that occur without Mr. Chieffe’s consent: (i) an action by us resulting in a material adverse change in Mr. Chieffe’s reporting responsibilities or a material diminution in his duties or direct reports; or (ii) a material breach of any material provision of his employment agreement by us (which is not in connection with the termination of his employment for cause or due to his disability; provided, that the occurrence of any event described in clause (i) or (ii) of this sentence may only constitute good reason if the relevant circumstances or conditions are not remedied by us within 30 days after receipt by us of written notice from Mr. Chieffe.

The new employment agreement also provides that if Mr. Chieffe’s employment is involuntarily terminated by us without cause or if Mr. Chieffe elects to resign upon the occurrence of certain adverse changes to his employment, in each case, within two years of October 13, 2010 (i.e., the post-change in control period), Mr. Chieffe will be entitled to the following severance compensation and benefits in lieu of his normal severance benefits described above: (i) a payment in an amount equal to (A) two times Mr. Chieffe’s base salary and (B) two times Mr. Chieffe’s annual incentive pay (equal to the highest amount of incentive pay earned in any year during the preceding three years), which amount shall be paid commencing on the 61^st day following such termination in 24 equal

105

monthly installments (other than the first installment, which will include all amounts that would have otherwise been paid if payment had commenced immediately following such termination), (ii) if the termination occurs after June 30 in any year, a prorated portion of his annual incentive pay for that calendar year paid at the time such bonus would have otherwise been paid absent such termination, (iii) the remaining unpaid portion of his special retention incentive bonus, (iv) for a period of 24 months, medical and dental insurance benefits consistent with the terms in effect for our active employees during this period (or reimbursement for the cost of such benefits), subject to reduction to the extent comparable benefits are actually received by Mr. Chieffe from another employer during this period, and (v) the cost of employee outplacement services equal to $30,000.

These certain adverse changes to Mr. Chieffe’s employment include: (A) the failure to maintain him in the position, or a substantially equivalent or superior position, with us and/or with a direct or indirect parent company of us that he held immediately prior to October 13, 2010, which is not remedied by us within ten calendar days after receipt by us from Mr. Chieffe; (B) a reduction in his base salary or the termination or significant reduction in the aggregate of Mr. Chieffe’s right to participate in employee benefit plans or programs of us as in effect on October 13, 2010 (other than his annual incentive plan) or any other bonus, incentive or stock or equity-based compensation or benefits, in either case which is not remedied by us within ten calendar days after receipt of notice from Mr. Chieffe of such reduction or termination; (C) a reduction or elimination of Mr. Chieffe’s opportunity to earn an annual incentive bonus pursuant to any plan or program in effect on October 13, 2010 which is not remedied by us within ten calendar days after receipt of notice from Mr. Chieffe of such reduction or elimination; or (D) we require Mr. Chieffe to have his principal place of work changed to any location that is more than 35 miles from the location of the principal work place on October 13, 2010.

Mr. Chieffe’s employment agreement also provides that he is subject to various restrictive covenants, including confidentiality and non-disparagement covenants, as well as a covenant not to solicit our employees and a non-competition covenant, in both cases for the period during which Mr. Chieffe is employed by us and for the two-year period thereafter. In addition, as a condition to receiving any severance payments or benefits, Mr. Chieffe will be required to execute a general release of claims in favor of us and our affiliates within 60 days of his termination date.

Mr. Graham

Mr. Graham initially entered into an employment agreement with us on June 22, 2009. In connection with the Merger, Mr. Graham entered into a new employment agreement with us on October 13, 2010 on substantially similar terms to the agreement in effect immediately prior to the Merger. Under the terms of his new employment agreement, Mr. Graham continues to serve as our Vice President and Chief Financial Officer. The initial term of the new employment agreement is three years and on the third anniversary of the effective date and each successive anniversary thereof, the employment term will automatically extend by one year unless we give Mr. Graham notice not to extend the employment term. The new employment agreement provides for (i) a base salary of $312,000 per year, subject to annual review and which may not be decreased, (ii) the eligibility to earn a target annual incentive bonus equal to 60% of his base salary contingent upon the achievement of defined EBITDA performance goals with respect to each fiscal year, and (iii) participation in the stock plan established by Parent.

The new employment agreement provides that if Mr. Graham’s employment is involuntarily terminated by us without cause (other than if such termination occurs during the two year post-change in control period commencing on October 13, 2010), he will be entitled to the following severance benefits: (1) severance equal to the base salary in effect immediately prior to the date of termination of employment, which amount shall be paid commencing on the 61^st day following such termination in 12 equal monthly installments (other than the first installment which will include all amounts that would have otherwise been paid if payment had commenced immediately following such termination), (2) continued medical and dental benefits consistent with the terms in effect for our active employees for 12 months (or reimbursement for the cost of such benefits), subject to reduction to the extent comparable benefits are actually received from another employer during this period, and (3) a pro rata portion of any annual incentive bonus payable for the year of termination, paid at the time such bonus would have otherwise been paid absent such termination. The terms of the new employment agreement also provides that if Mr. Graham’s employment is involuntarily terminated by us without cause or if Mr. Graham elects to resign following the occurrence of certain adverse changes to his employment (which are identical to the reasons described above for Mr. Chieffe), in each case, within two years from October 13, 2010 (i.e., the post-change in control period), Mr. Graham will be entitled to the following severance benefits in lieu of his normal severance benefits described above: (i) a payment in an amount equal to (A) two times Mr. Graham’s base salary and (B) two times Mr. Graham’s annual incentive pay (equal to the highest amount of incentive pay earned in any year during the preceding three years), which amount shall be paid commencing on the 61^st day following such termination in 24 equal monthly installments (other than the first installment which will include all amounts that would have otherwise been paid if payment had commenced immediately following such termination), (ii) if the termination occurs after June 30 in any year, a prorated portion of his annual incentive pay for that calendar year, paid at the time such bonus would have otherwise been paid absent such termination, (iii) for a period of 24 months, medical and dental insurance benefits consistent with the terms in effect for our active employees during this period (or reimbursement for the cost of such benefits), subject to reduction to the extent comparable benefits are actually received by Mr. Graham from another employer during this period, and (iv) the cost of employee outplacement services equal to $30,000. Mr. Graham’s new employment agreement also provides that he is subject to various restrictive covenants, including confidentiality and non-disparagement covenants, as well as a covenant not to solicit our employees and a non-competition covenant, in both cases for the period during which Mr. Graham is employed by us and for the two-year period thereafter. In addition, as a condition to receiving any severance payments or benefits, Mr. Graham will be required to execute a general release of claims in favor of us and our affiliates within 60 days of his termination date.

106

Mr. Arthur

Mr. Arthur initially entered into an employment agreement with us effective as of April 1, 2008. In connection with the Merger, Mr. Arthur entered into a new employment agreement with us on October 13, 2010 on substantially similar terms to the agreement in effect immediately prior to the Merger. Under the terms of his new employment agreement, Mr. Arthur continues to serve as our Senior Vice President of Operations. The initial term of the new employment agreement is three years and on the third anniversary of the effective date and each successive anniversary thereof, the employment term will automatically extend by one year unless we give Mr. Arthur notice not to extend the employment term. The new employment agreement provides for (i) a base salary of $260,000 per year, subject to annual review and which may not be decreased, (ii) eligibility to earn a target annual incentive bonus equal to 60% of his base salary contingent upon the achievement of defined EBITDA performance goals with respect to each fiscal year, and (iii) participation in the stock plan established by Parent.

The new employment agreement provides that if Mr. Arthur’s employment is involuntarily terminated by us without cause (other than if such termination occurs during the two year post-change in control period commencing on October 13, 2010), he will be entitled to the following severance benefits: (1) severance equal to the base salary in effect immediately prior to the date of termination of employment, which amount shall be paid commencing on the 61^st day following such termination in 12 equal monthly installments (other than the first installment which will include all amounts that would have otherwise been paid if payment had commenced immediately following such termination), (2) continued medical and dental benefits consistent with the terms in effect for our active employees for 12 months (or reimbursement for the cost of such benefits), subject to reduction to the extent comparable benefits are actually received from another employer during this period, and (3) a pro rata portion of any annual incentive bonus payable for the year of termination, paid at the time such bonus would have otherwise been paid absent such termination. The terms of the new employment agreement also provides that if Mr. Arthur’s employment is involuntarily terminated by us without cause or if Mr. Arthur elects to resign following the occurrence of certain adverse changes to his employment, in each case, within two years from October 13, 2010 (i.e., the post-change in control period), Mr. Arthur will be entitled to the following severance benefits in lieu of his normal severance benefits described above: (i) a payment in an amount equal to (A) two times Mr. Arthur’s base salary and (B) two times Mr. Arthur’s annual incentive pay (equal to the highest amount of incentive pay earned in any year during the preceding three years), which amount shall be paid commencing on the 61^st day following such termination in 24 equal monthly installments (other than the first installment which will include all amounts that would have otherwise been paid if payment had commenced immediately following such termination), (ii) if the termination occurs after June 30 in any year, a prorated portion of his annual incentive pay for that calendar year, paid at the time such bonus would have otherwise been paid absent such termination, (iii) for a period of 24 months, medical and dental insurance benefits consistent with the terms in effect for our active employees during this period (or reimbursement for the cost of such benefits), subject to reduction to the extent comparable benefits are actually received by Mr. Arthur from another employer during this period, and (iv) the cost of employee outplacement services equal to $30,000. Mr. Arthur’s new employment agreement also provides that he is subject to various restrictive covenants, including confidentiality and non-disparagement covenants, as well as a covenant not to solicit our employees and a non-competition covenant, in both cases for the period during which Mr. Arthur is employed by us and for the two-year period thereafter. In addition, as a condition to receiving any severance payments or benefits, Mr. Arthur will be required to execute a general release of claims in favor of us and our affiliates within 60 days of his termination date.

107

Mr. Franco

Mr. Franco served as our President of AMI Distribution until March 31, 2011. His termination was treated as a termination without cause pursuant to the terms of the employment agreement described below.

Mr. Franco initially entered into an employment agreement with us effective as of August 21, 2002. In connection with the Merger, Mr. Franco entered into a new employment agreement with us on October 13, 2010 on substantially similar terms to the agreement in effect immediately prior to the Merger. Under the terms of his new employment agreement, Mr. Franco served as the President of AMI Distribution. The initial term of the new employment agreement was three years and on the third anniversary of the effective date and each successive anniversary thereof, the employment term would automatically extend by one year unless we gave Mr. Franco notice not to extend the employment term. The new employment agreement provided for (i) a base salary of $343,980 per year, subject to annual review and which could not be decreased, (ii) eligibility to earn a target annual incentive bonus equal to 60% of his base salary contingent upon the achievement of defined EBITDA performance goals with respect to each fiscal year, and (iii) participation in the stock plan established by Parent.

The new employment agreement provided that if Mr. Franco’s employment was involuntarily terminated by us without cause (other than if such termination occurred during the two year post-change in control period commencing on October 13, 2010), he would be entitled to the following severance benefits: (1) severance equal to the base salary in effect immediately prior to the date of termination of employment, which amount shall be paid commencing on the 61^st day following such termination in 12 equal monthly installments (other than the first installment which will include all amounts that would have otherwise been paid if payment had commenced immediately following such termination), (2) continued medical and dental benefits consistent with the terms in effect for our active employees for 12 months (or reimbursement for the cost of such benefits), subject to reduction to the extent comparable benefits are actually received from another employer during this period, and (3) a pro rata portion of any annual incentive bonus payable for the year of termination, paid at the time such bonus would have otherwise been paid absent such termination. The terms of the new employment agreement also provided that if Mr. Franco’s employment was involuntarily terminated by us without cause or if he elected to resign following the occurrence of certain adverse changes to his employment (which are identical to the reasons described above for Mr. Chieffe), in each case, within two years from October 13, 2010 (i.e., the post-change in control period), Mr. Franco would be entitled to the following severance benefits in lieu of his normal severance benefits described above: (i) a payment in an amount equal to (A) two times Mr. Franco’s base salary and (B) two times Mr. Franco’s annual incentive pay (equal to the highest amount of incentive pay earned in any year during the preceding three years), which amount shall be paid commencing on the 61^st day following such termination in 24 equal monthly installments (other than the first installment which will include all amounts that would have otherwise been paid if payment had commenced immediately following such termination), (ii) if the termination occurs after June 30 in any year, a prorated portion of his annual incentive pay for that calendar year, paid at the time such bonus would have otherwise been paid absent such termination, (iii) for a period of 24 months, medical and dental insurance benefits consistent with the terms in effect for our active employees during this period (or reimbursement for the cost of such benefits), subject

108

to reduction to the extent comparable benefits are actually received by Mr. Franco from another employer during this period, and (iv) the cost of employee outplacement services equal to $30,000. Mr. Franco’s new employment agreement also provided that he was subject to various restrictive covenants, including confidentiality and non-disparagement covenants, as well as a covenant not to solicit our employees and a non-competition covenant, in both cases for the period during which Mr. Franco was employed by us and for the two-year period thereafter. In addition, as a condition to receiving any severance payments or benefits, Mr. Franco was required to execute a general release of claims in favor of us and our affiliates within 60 days of his termination date.

Mr. Haumesser

Mr. Haumesser initially entered into an employment agreement with us effective as of August 21, 2002. In connection with the Merger, Mr. Haumesser entered into a new employment agreement with us on October 13, 2010 on substantially similar terms to the agreement in effect immediately prior to the Merger. Under the terms of his new employment agreement, Mr. Haumesser continues to serve as our Vice President of Human Resources. The initial term of the new employment agreement is three years and on the third anniversary of the effective date and each successive anniversary thereof, the employment term will automatically extend by one year unless we give to Mr. Haumesser notice not to extend the employment term. The new employment agreement provides for (i) a base salary of $262,080 per year, subject to annual review and which may not be decreased, (ii) eligibility to earn a target annual incentive bonus equal to 60% of his base salary contingent upon the achievement of defined EBITDA performance goals with respect to each fiscal year, and (iii) participation in the stock plan established by Parent.

The new employment agreement provides that if Mr. Haumesser’s employment is involuntarily terminated by us without cause (other than if such termination occurs during the two year post-change in control period commencing on October 13, 2010), he will be entitled to the following severance benefits: (1) severance equal to the base salary in effect immediately prior to the date of termination of employment, which amount shall be paid commencing on the 61^st day following such termination in 12 equal monthly installments (other than the first installment which will include all amounts that would have otherwise been paid if payment had commenced immediately following such termination), (2) continued medical and dental benefits consistent with the terms in effect for our active employees for 12 months (or reimbursement for the cost of such benefits), subject to reduction to the extent comparable benefits are actually received from another employer during this period, and (3) a pro rata portion of any annual incentive bonus payable for the year of termination, paid at the time such bonus would have otherwise been paid absent such termination. The terms of the new employment agreement also provides that if Mr. Haumesser’s employment is involuntarily terminated by us without cause or if he elects to resign following the occurrence of certain adverse changes to his employment (which are identical to the reasons described above for Mr. Chieffe), in each case, within two years from October 13, 2010 (i.e., the post-change in control period), Mr. Haumesser be entitled to the following severance benefits in lieu of his normal severance benefits described above: (i) a payment in an amount equal to (A) two times Mr. Haumesser’s base salary and (B) two times Mr. Haumesser’s annual incentive pay (equal to the highest amount of incentive pay earned in any year during the preceding three years), which amount shall be paid commencing on the 61^st day following such termination in 24 equal monthly installments (other than the first installment which will include all amounts that would have otherwise been paid if payment had commenced immediately following such termination), (ii) if the termination occurs after June 30 in any year, a prorated portion of his annual incentive pay for that calendar year, paid at the time such bonus would have otherwise been paid absent such termination, (iii) for a period of 24 months, medical and dental insurance benefits consistent with the terms in effect for our active employees during this period (or reimbursement for the cost of such benefits), subject to reduction to the extent comparable benefits are actually received by Mr. Haumesser from another employer during this period, and (iv) the cost of employee outplacement services equal to $30,000. Mr. Haumesser’s new employment agreement also provides that he is subject to various restrictive covenants, including confidentiality and non-disparagement covenants, as well as a covenant not to solicit our employees and a non-competition covenant, in both cases for the period during which Mr. Haumesser is employed by us and for the two-year period thereafter. In addition, as a condition to receiving any severance payments or benefits, Mr. Haumesser will be required to execute a general release of claims in favor of us and our affiliates within 60 days of his termination date.

109

GRANTS OF PLAN-BASED AWARDS

The following table summarizes the grants of equity and non-equity plan-based awards made to executive officers during the 2010 fiscal year:

															All Other
															Option
															Awards:								Grant
															Number			Exercise			Fair		Date
															of			or Base			Market		Fair
			Estimated Future Payouts Under						Estimated Future Payouts Under						Securities			Price of			Value		Value of
			Non-Equity Incentive Plan Awards (1)						Equity Incentive Plan Awards						Underlying			Option			on		Option
			Threshold		Target		Maximum		Threshold		Target		Maximum		Options			Awards			Grant		Awards
Name	Grant Date		($)		($)		($)		(#)		(#) (2)		(#)		(#)			($/Sh)			Date ($)		($) (3)
Thomas N. Chieffe				125,000		625,000		1,875,000		—		—		—		—			—			—		—
		9/7/2010														13,824	(4)		1.00			133.95
		10/13/2010														106,055	(5)							14,100,490	(6)
		10/13/2010														576,099	(7)		10.00					—	(10)
		10/13/2010														480,082	(7)		20.00	(8)				—	(10)
		10/13/2010														480,082	(7)		30.00	(9)				—	(10)
		10/13/2010										384,066							10.00					—	(10)
Stephen E. Graham				99,840		187,200		449,280
		10/13/2010														20,506	(5)							2,726,365	(6)
		10/13/2010														135,553	(7)		10.00					—	(10)
		10/13/2010														112,961	(7)		20.00	(8)				—	(10)
		10/13/2010														112,961	(7)		30.00	(9)				—	(10)
		10/13/2010										90,368							10.00					—	(10)
Warren J. Arthur				83,200		156,000		374,400		—		—		—		—			—					—
		10/13/2010														24,595	(5)							3,270,016	(6)
		10/13/2010														169,441	(7)		10.00					—	(10)
		10/13/2010														141,201	(7)		20.00	(8)				—	(10)
		10/13/2010														141,201	(7)		30.00	(9)				—	(10)
		10/13/2010										112,961							10.00					—	(10)
Robert M. Franco				110,074		206,388		495,331		—		—		—		—			—					—
		10/13/2010														40,992	(5)							5,450,071	(6)
		10/13/2010														203,329	(7)		10.00					—	(10)
		10/13/2010														169,441	(7)		20.00	(8)				—	(10)
		10/13/2010														169,441	(7)		30.00	(9)				—	(10)
		10/13/2010										135,553							10.00					—	(10)
John F. Haumesser				83,866		157,248		377,395		—		—		—		—			—					—
		10/13/2010														25,620	(5)							3,406,294	(6)
		10/13/2010														135,553	(7)		10.00					—	(10)
		10/13/2010														112,961	(7)		20.00	(8)				—	(10)
		10/13/2010														112,961	(7)		30.00	(9)				—	(10)
		10/13/2010										90,368							10.00					—	(10)

(1)	Amounts in the table above under “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” reflect the annual cash incentive bonuses payable to each of our named executive officers upon the achievement of defined EBITDA performance goals and other operating metrics designed to measure short-term initiatives for 2011 at threshold, target and maximum levels of performance.
(2)	As described in detail below under the caption “Outstanding Equity Awards At Fiscal Year-End — AMH Investment Holdings Corp. 2010 Stock Incentive Plan,” of the total number of options granted on October 13, 2010, eighty percent are subject to time-based vesting and the remaining twenty percent are subject to performance-based vesting. The performance-based options vest upon the attainment of specified annual EBITDA-based performance targets over a 5-year period, subject to the executive’s continued service over such period. If the target for a given year is not achieved, the performance-based option may vest if the applicable EBITDA target is achieved in the next succeeding year. In the event of a change in control, that portion of the performance-based option that was scheduled to vest in the year in which such change in control occurs and the portion that was scheduled to vest in any subsequent years shall become vested immediately prior to such change in control. If a liquidity event occurs (defined as the first to occur of either a change in control of us or an initial public offering of our common stock), any portion of the performance-based option that did not vest in any prior year because the applicable EBITDA target was not met will vest if and only if the H&F Investors receive a three times return on their initial cash investment in Parent.
(3)	The dollar amount provided herein reflects the dollar amount recognized for financial statement reporting purposes for the 2010 fiscal year in accordance ASC 718.

110

(4)	As part of his transaction bonus, Mr. Chieffe was granted an option on September 7, 2010 with an exercise price per share equal to $1.00. The exercise price was lower than the fair market value of our common stock on the date of grant. The option, however, could only be exercised within two and one-half months following the end of the year in which it first became exercisable.
(5)	Represents the number of options modified in connection with the Merger to eliminate provisions which caused variability in the number of shares underlying the options described in footnote 6 below.
(6)	The dollar amount provided herein reflects the dollar amount recognized for financial statement reporting purposes for the 2010 fiscal year in accordance with ASC 718, due to the modification of the options granted under the 2004 Plan, which option was subject to adjustment in the event our previous investor, Investcorp, converted its preferred stock of AMH II into common stock as described in more detail below under the caption “Outstanding Equity Awards At Fiscal Year-End — AMH Holdings II, Inc. 2004 Stock Option Plan” to eliminate provisions which caused variability in the number of shares underlying the options.
(7)	As described in detail below under the caption “Outstanding Equity Awards At Fiscal Year-End — AMH Investment Holdings Corp. 2010 Stock Incentive Plan,” of the total number of options granted on October 13, 2010, eighty percent are subject to time-based vesting and the remaining twenty percent are subject to performance-based vesting. Thirty percent of the total number of options granted have an exercise price equal to the grant date fair market value of the underlying common stock; twenty-five percent of the total number of options granted have an exercise price equal to two times the grant date fair market value of such stock; and the remaining twenty-five percent of the total number of options granted have an exercise price equal to three times the grant date fair market value of such stock. Each of the time-based options vest solely upon the executive’s continued service over a five year period. The vesting of such time-based options accelerates in full if there is a change in control.
(8)	The exercise price equals two times the grant date fair market value of Parent’s common stock.
(9)	The exercise price equals three times the grant date fair market value of Parent’s common stock.
(10)	The grant date fair value is zero. The stock underlying the options awarded by Parent is governed by the stockholders agreement of Parent. Stock purchased as a result of the exercise of options is subject to a call right by Parent, and as a result, other than in limited circumstances, stock issued upon the exercise of the option may be repurchased at the right of Parent. This repurchase feature results in no compensation expense recognized in connection with options granted by Parent, until such time as the exercise of the options could occur without repurchase of the shares by the Parent, which is only likely to occur upon a liquidity event, change in control or IPO.

111

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

	Option Awards
						Equity
						Incentive
	Number					Plan Awards:
	of		Number of			Number
	Securities		Securities			of Securities
	Underlying		Underlying			Underlying
	Unexercised		Unexercised			Unexercised			Option
	Options		Options			Unearned			Exercise		Option
	(#)		(#)			Options			Price		Expiration
Name	Exercisable		Unexercisable			(#)			($)		Date
Thomas N. Chieffe		—		576,099	(1)		—	(2)		10.00		10/13/2020
		—		480,082	(1)		—	(2)		20.00		10/13/2020
		—		480,082	(1)		—	(2)		30.00		10/13/2020
		—					384,066	(2)		10.00		10/13/2020
Stephen E. Graham		—		135,553	(1)		—	(2)		10.00		10/13/2020
		—		112,961	(1)		—	(2)		20.00		10/13/2020
		—		112,961	(1)		—	(2)		30.00		10/13/2020
		—					90,368	(2)		10.00		10/13/2020
Warren J. Arthur		—		169,441	(1)		—	(2)		10.00		10/13/2020
		—		141,201	(1)		—	(2)		20.00		10/13/2020
		—		141,201	(1)		—	(2)		30.00		10/13/2020
		—					112,961	(2)		10.00		10/13/2020
Robert M. Franco		—		203,329	(1)		—	(2)		10.00		10/13/2020
		—		169,441	(1)		—	(2)		20.00		10/13/2020
		—		169,441	(1)		—	(2)		30.00		10/13/2020
		—					135,553	(2)		10.00		10/13/2020
John F. Haumesser		—		135,553	(1)		—	(2)		10.00		10/13/2020
		—		112,961	(1)		—	(2)		20.00		10/13/2020
		—		112,961	(1)		—	(2)		30.00		10/13/2020
		—					90,368	(2)		10.00		10/13/2020

(1)

As described in detail below under the caption “Outstanding Equity Awards At Fiscal Year-End — AMH Investment Holdings Corp. 2010 Stock Incentive Plan,” of the total number of options granted on October 13, 2010, eighty percent are subject to time-based vesting and 20% are performance-based vesting. Of the total number of options granted, thirty percent have an exercise price equal to the grant date fair market value of the underlying common stock; twenty-five percent of the total number of options granted have an exercise price equal to two times the grant date fair market value of such stock; and the remaining twenty-five percent of the total number of options granted have an exercise price equal to three times the grant date fair market value of such stock. Each of the time-based options vest solely upon the executive’s continued service over a five year period. The vesting accelerates in full if there is a change in control.

(2)

As described in detail below under the caption “Outstanding Equity Awards At Fiscal Year-End — AMH Investment Holdings Corp. 2010 Stock Incentive Plan,” of the total number of options granted on October 13, 2010, twenty percent are subject to performance-based vesting. The performance-based options were granted with an exercise price equal to the grant date fair market value of the underlying stock and vest upon the attainment of specified annual EBITDA-based performance goals over a five year period, subject to the executive’s continued service over such period. If the goal for a given year is not achieved, the performance-based option may vest if the applicable EBITDA goal is achieved in the next succeeding year. In the event of a change in control, that portion of the performance-based option that was scheduled to vest in the year in which such change in control occurs and the portion that was scheduled to vest in any subsequent years shall become vested immediately prior to such change in control. If a liquidity event occurs (defined as the first to occur of either a change in control of us or an initial public offering of our common stock), any portion of the performance-based option that did not vest in any prior year because the applicable EBITDA target was not met will vest if and only if the H&F Investors receive a three times return on their initial cash investment in Parent.

Options have been issued to our named executive officers under the AMH Investment Holdings Corp. 2010 Stock Incentive Plan. All of the options previously granted under the Associated Materials Holdings Inc. 2002 Stock Option Plan and the AMH Holdings II, Inc. 2004 Stock Option Plan were cancelled and cashed out in connection with the Merger. Below is a summary of these stock option plans.

112

AMH Investment Holdings Corp. 2010 Stock Incentive Plan

In October 2010, in connection with the Merger, Parent adopted the AMH Investment Holdings Corp. 2010 Stock Incentive Plan (the “2010 Plan”), pursuant to which a total of 6,150,076 shares of Parent’s common stock, par value $0.01 per share, are reserved for issuance pursuant to awards under the 2010 Plan. The 2010 Plan provides for the grant of stock options, restricted stock awards, and other equity-based incentive awards. The Committee administers the 2010 Plan and selects eligible executives, directors, and employees of, and consultants to, Parent and its affiliates (including us), to receive awards under the 2010 Plan. Shares of Parent’s common stock acquired pursuant to awards granted under the 2010 Plan will be subject to certain transfer restrictions and repurchase rights set forth in the 2010 Plan. The Committee determines the number of shares of stock covered by awards granted under the 2010 Plan and the terms of each award, including but not limited to, the terms under which stock options may be exercised, the exercise price of the stock options and other terms and conditions of the options and other awards in accordance with the provisions of the 2010 Plan. In the event Parent undergoes a change of control, as defined below, the Committee may, at its discretion, accelerate the vesting or cause any restrictions to lapse with respect to outstanding awards, or may cancel such awards for fair value, or may provide for the issuance of substitute awards. Subject to particular limitations specified in the 2010 Plan, the Board of Directors of Parent may amend or terminate the 2010 Plan. The 2010 Plan will terminate no later than 10 years following its effective date; however, any awards outstanding under the 2010 Plan will remain outstanding in accordance with their terms

In October 2010, stock options were granted to our named executive officers with the following terms: half of the total options granted have an exercise price equal to the grant date fair market value of Parent’s common stock and eighty percent of the total are subject to time-based vesting and twenty percent of the total is subject to performance-based vesting. Twenty-five percent of the total number of options granted have an exercise price equal to two times the grant date fair market value of such stock, and the remaining twenty-five percent of the total number of options granted have an exercise price equal to three times the grant date fair market value of such stock. The time-based options vest solely upon the executive’s continued service over a five year period. The performance-based options vest solely upon the attainment of specified annual EBITDA-based performance goals over a five year period, subject to the executive’s continued service over such period. If the goal for a given year is not achieved, the performance-based option may vest if the applicable EBITDA goal is achieved in the next succeeding year. In the event of a change in control (as defined in the 2010 Plan), all of the time-based options will immediately vest prior to such change in control. With respect to the performance-based options, in the event of a change in control that portion of the option that was scheduled to vest in the year in which the change in control occurs and any portion that was scheduled to vest in any years subsequent to such change in control will become vested immediately prior to such change in control. If a liquidity event occurs (defined as the first to occur of either a change in control of us or an initial public offering of our common stock), any portion of the performance-based option that did not vest in any prior year because the applicable EBITDA target was not met will vest if and only if the H&F Investors receive a three times return on their initial cash investment in Parent. Under the 2010 Plan, a change in control generally means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of our assets and the assets of our subsidiaries, taken as a whole, to any person or group other than to H&F Investors or any of their respective affiliates; (ii) any person or group, other than the H&F Investors or any of their respective affiliates, is or becomes the owner, directly or indirectly, of more than fifty percent of the total voting power of our outstanding voting stock, including by way of merger, consolidation or otherwise; or (ii) prior to an initial public offering, the H&F Investors and their respective affiliates do not have the ability to cause the election of a majority of the members of our Board of Directors and any person or group, other than H&F Investors and their respective affiliates, owns outstanding voting stock representing a greater percentage of voting power with respect to the general election of members of our Board than the shares of outstanding voting stock the H&F Investors and their respective affiliates collectively own.

113

AMH Holdings II, Inc. 2004 Stock Option Plan

In December 2004, AMH II adopted the AMH Holdings II, Inc. 2004 Stock Option Plan (the “2004 Plan”). The Committee administered the 2004 Plan and selected eligible executives, directors, and employees of, and consultants to, AMH II and its affiliates (including us), to receive options to purchase the common stock of our predecessor entity. The number of shares underlying certain options under the 2004 Plan were subject to adjustment in the event our previous investor, Investcorp, converted its preferred stock of AMH II into common stock, with the adjusted number of shares dependent on the fair market value of AMH II common stock at the time of such conversion. However, due to Section 409A of the Internal Revenue Code, we were not able to adjust these options upon the conversion. In lieu of this adjustment, we made cash payments to each of Messrs. Chieffe, Graham, Arthur, Franco, and Haumesser equal to the product of the number of additional shares that each such executive would have received if his option had been adjusted upwards multiplied by (2) the excess, if any, of $133.95 (the fair market value of the underlying stock at the time of such conversion) over the exercise price per share of the common stock subject to such option.

In addition, on September 7, 2010, the Committee approved an option grant to Mr. Chieffe to purchase 13,824 shares of our common stock as part of a transaction bonus for his exceptional performance in connection with the Merger. The exercise price of the option was $1.00 per share, which was below the fair market value of the underlying common stock at the time of such grant. The option, however, could only be exercised (once vested) within the short-term deferral period (i.e., no later than two and one-half months following the year in which such option vested).

In connection with the Merger, all outstanding vested options under the 2004 Plan, including the option granted to Mr. Chieffe on September 7, 2010, were cancelled in exchange for an amount in cash equal to the product of (1) the number of shares of common stock subject to each option as of the effective time of the Merger multiplied by (2) the excess, if any, of $133.95 (which was the per share Merger consideration) over the exercise price per share of common stock subject to such option. The remaining unvested options under the 2004 Plan were cancelled in exchange for a nominal payment of $500 to each holder thereof. Following the Merger, the 2004 Plan was terminated by the Board of Directors of AMH II in accordance with its terms.

Associated Materials Holdings Inc. 2002 Stock Option Plan

In June 2002, Associated Materials Holdings, LLC (“Holdings”) adopted the Associated Materials Holdings Inc. 2002 Stock Option Plan (the “2002 Plan”). In March 2004, AMH assumed the 2002 Plan and all outstanding options under the plan. Options under the 2002 Plan were converted from the right to purchase shares of Holdings common stock into a right to purchase shares of AMH common stock, with each option providing for the same number of shares and at the same exercise price as the original options. In connection with the Merger, all outstanding options under the 2002 Plan were cancelled in exchange for an amount in cash equal to the product of (1) the number of shares of common stock subject to each option as of the effective time of the Merger multiplied by (2) the excess, if any, of $133.95 (which was the per share Merger consideration) over the exercise price per share of common stock subject to such option. Following the Merger, the 2002 Plan was terminated by the Board of Directors of AMH II in accordance with its terms.

OPTIONS EXERCISES AND STOCK VESTED

	Option Awards
	Number of Shares		Value Realized on
	Acquired on Exercise		Exercise
Name	(#) (1)		($) (2)
Thomas N. Chieffe		—		14,100,490
Stephen E. Graham		—		2,726,365
Warren J. Arthur		—		3,270,016
Robert M. Franco		—		5,450,071
John F. Haumesser		—		3,406,294

(1)

No shares of common stock were acquired upon option exercise. Rather the options were cancelled and cashed out in connection with the Merger and the named executive officer received the applicable value set forth herein.

(2)

The dollar amount provided herein reflects the cash payment for cancellation of the option in connection with the Merger, which amount was calculated as the product of (1) the number of shares of common stock subject to the option as of the effective time of the Merger multiplied by (2) the excess, if any, of $133.95 (which was the per share Merger consideration) over the exercise price per share of the common stock subject to such option.

114

PENSION BENEFITS

We do not maintain any pension plans which provide for payments or other benefits in connection with the retirement of any current named executive officer.

NON-QUALIFIED DEFERRED COMPENSATION

We do not maintain any non-qualified defined contribution or other deferred compensation plans.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Severance Benefits. We, as a matter of practice, provide severance benefits to all of our named executive officers and other management employees upon a termination by us without cause or by the executive for good reason. To be eligible to receive such benefits following a qualifying termination, the employee must first execute a general release of claims in the form determined by us.

Individual Agreements. Each of our named executive officers is party to an employment agreement that sets forth the severance benefits to be provided to such executive upon a qualifying termination that occurs outside of the two year period following a change in control or within the two year period following a change in control. We had a change in control on October 13, 2010, so the change in control period is currently in effect and will expire on October 13, 2012 (and will not apply following a subsequent change in control). Refer to the “Employment Agreements” section for additional discussion regarding the employment agreements with our executives.

Option Agreements. The stock option award agreements between us and our named executive officers provide that the time-based vesting options, granted pursuant to our 2010 Stock Incentive Plan, will vest in full immediately prior to a change in control. In the event of a change in control, the agreements also provide that the portion of the performance-based vesting options that was otherwise scheduled to vest in the year in which the change in control occurs and the portion that was scheduled to vest in any years subsequent to such change in control will become vested immediately prior to such change in control. If a liquidity event occurs (defined as the first to occur of either a change in control or an initial public offering of our common stock), any portion of the performance-based option that did not vest in any prior year because the applicable EBITDA target was not met will vest if and only if the H&F Investors receive a three times return on their initial cash investment in Parent. The value of the option acceleration is not included in the table below because the options granted with an exercise equal to the grant date fair market value would result in a payment equal to $0.00 since the value of our common stock has not increased since the Merger. The options granted with an exercise price equal to two times and three times, respectively, the grant date fair market value are also not included because these options have an exercise price that exceeds the fair market value of the underlying common stock as of January 1, 2011.

115

The table below summarizes the severance benefits that would have been payable to our named executive officers in connection with a termination without cause or a good leaver resignation had such event occurred on January 1, 2011, which date would occur during the post-change in control period.

	Change in Control Severance
	Severance			Benefits
Name	Payments (1)			(3)		Total
Thomas N. Chieffe	$	4,500,000	(2)	$	43,080	$	4,543,080	(2)
Stephen E. Graham		1,248,000			43,080		1,291,080
Warren J. Arthur		1,040,000			43,080		1,083,080
Robert M. Franco		1,375,920			43,080		1,419,000
John F. Haumesser		1,048,320			43,080		1,091,400

(1)	Based on the terms of the employment agreements for each of our executives other than Mr. Chieffe, such amount is equal to the sum of two times the executive’s current annual base salary and two times the executive’s annual incentive bonus (based on the highest amount of annual incentive bonus earned by the executive in any calendar year during the three calendar years immediately preceding the year in which the Merger occurred). No pro rata bonus would be payable if an executive was terminated on January 1, 2011 because the applicable employment agreement provides that a pro-rata bonus is payable only if such termination occurs on or after June 30th of the same calendar year.
(2)	Based on the terms of Mr. Chieffe’s employment agreement, such amount is equal to the sum of two times his current annual base salary of $600,000; two times his annual incentive bonus of $600,000 (based on the highest amount of annual incentive bonus earned by Mr. Chieffe in any calendar year during the three calendar years immediately preceding the year in which the Merger occurred), and the remaining unpaid portion of his special retention incentive bonus in the amount of $1,500,000. No pro rata bonus would be payable if Mr. Chieffe was terminated on January 1, 2011 because his employment agreement provides that a pro-rata bonus is payable only if such termination occurs on or after June 30th of the same calendar year.
(3)	Represents an estimate of the medical benefits, based on our current cost per employee, to which the executives would be entitled in the event of a change in control and termination in addition to amounts due for employee outplacement services.

116

DIRECTOR COMPENSATION

										Change
										in Pension
										Value and
	Fees							Non-Equity		Nonqualified
	Earned							Incentive		Deferred
	or Paid		Stock		Option			Plan		Compensation		All Other
Name	in Cash		Awards		Awards			Compensation		Earnings		Compensation			Total (1)
Erik Ragatz	$	—	$	—	$	—		$	—	$	—	$	—		$	—
Charles A. Carroll		16,500		—		—			—		—		—			16,500
Dana R. Snyder (2)		31,000		—		817,537	(3)		—		—		472,531	(4)		1,321,068
Robert B. Henske		—		—		—			—		—		—			—
Stefan Goetz		—		—		—			—		—		—			—
Adam B. Durrett		—		—		—			—		—		—			—
Lars C. Haegg (2)		—		—		—			—		—		—			—
Ira D. Kleinman (2)		—		—		—			—		—		—			—
Kevin C. Nickelberry (2)		—		—		—			—		—		—			—
Dennis W. Vollmershausen (2)		15,000		—		—			—		—		—			15,000
Christopher D. Whalen (2)		—		—		—			—		—		—			—

(1)	Mr. Chieffe, our Chief Executive Officer, is not included in this table as he is our employee and thus receives no compensation for his services as a director. The compensation received by Mr. Chieffe is shown in the Summary Compensation Table.
(2)	Messrs. Snyder, Haegg, Kleinman, Nickelberry, Vollmershausen and Whalen were members of the Board of Directors of AMH II prior to the Merger. Mr. Haegg was the Chairman of the Board of Directors of AMH II.
(3)	The dollar amount provided herein reflects the dollar amount recognized for financial statement reporting purposes for the 2010 fiscal year in accordance with ASC 718, due to the modification of the options referred to in footnote 4 immediately below to eliminate provisions which caused variability in the number of shares underlying the options.
(4)	The dollar amount provided herein includes a cash payment made in lieu of adjusting the number of shares subject to an option granted under the 2004 Plan, which option was subject to adjustment in the event our previous investor, Investcorp, converted its preferred stock of AMH II into common stock as described in more detail below under the caption “Outstanding Equity Awards At Fiscal Year-End — AMH Holdings II, Inc. 2004 Stock Option Plan.” The amount of the payment was determined by the product of the number of shares that would have been received had the option been adjusted upwards multiplied by (2) the excess, if any, of $133.95 (the fair market value of the underlying stock at the time of such conversion) over the exercise price per share of the common stock subject to such option.

Prior to the Merger, we paid two directors, Dennis Vollmershausen and Dana Snyder, $5,000 per meeting for their participation in meetings of our then Board of Directors, as neither was directly employed by either of our pre-Merger investors (Investcorp and Harvest Partners). Prior to the Merger, none of the other directors received any compensation for their services on the Board of Directors of AMH II or committees of the Board of Directors of AMH II. AMH II did reimburse its non-employee directors for all out of pocket expenses incurred in the performance of their duties as directors.

Following the consummation of the Merger, Charles A. Carroll became a member of our Board of Directors on October 13, 2010. In addition, Mr. Snyder re-joined our Board pursuant to a new arrangement on November 12, 2010. Following the Merger, each of Messrs. Snyder and Carroll are entitled to annual retainers of $40,000. They are each also entitled to receive an additional retainer of $10,000 per year for service on any committee of the Board. Each of Messrs. Snyder and Carroll also receives $2,000 for each Board or committee meeting he attends in person and $1,500 for each such meeting which he attends telephonically. Messrs. Snyder and Carroll are both members of the Compensation Committee of the Board. Annual retainers for Board and committee service, as applicable, along with meeting fees, are payable to Messrs. Snyder and Carroll quarterly, one quarter in arrears. We also pay direct travel expenses in connection with attending meetings and functions of the Board and committee(s) in accordance with applicable policies as in effect from time to time. In addition, each of Messrs. Ragatz, Henske, Goetz and Durrett did not receive any compensation for their services on our Board of Directors since they are employed by and receive compensation from the H&F Investors.

117

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Board of Directors of AMH Investment Holdings Corp. currently consists of Messrs. Ragatz, Carroll, Snyder and Henske.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of AMH Investment Holdings Corp. has reviewed and discussed the above section titled “Compensation Discussion and Analysis” with management and, based on this review and discussion, the Compensation Committee recommended to the Board of Directors of AMH Investment Holdings Corp. that the “Compensation Discussion and Analysis” section be included in this Annual Report on Form 10-K.

THE COMPENSATION COMMITTEE

Erik D. Ragatz, Chairman

Charles A. Carroll

Dana R. Snyder

Robert B. Henske

118

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

AMH Investment Holdings Corp. (“Parent”), our indirect parent company, indirectly owns all of our equity interests through its direct ownership of all of the issued and outstanding capital stock of AMH Intermediate Holdings Corp. (“Holdings”). Parent currently has one class of common stock outstanding. All of Parent’s issued and outstanding common stock is owned by investment funds affiliated with Hellman & Friedman LLC (“H&F”) and certain members of Parent’s and our board of directors and management (the “Management Stockholders,” and together with H&F, the “Investors”). See Item 13. “Certain Relationships, Related Transactions and Director Independence.”

H&F is able to control all actions taken by the board of directors of Parent by virtue of its being able to designate a majority of the directors and its rights under the stockholders agreement to which it, Parent, Holdings, our company and the Management Stockholders are parties. In addition, as a result of the voting and transfer provisions of the stockholders agreement, the Investors may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Accordingly, each of the Investors in this group may be deemed to beneficially own all of the shares of Parent common stock held by the other Investors. Each of the Investors disclaims any beneficial ownership of shares of Parent common stock held by the other Investors.

All of our equity interests have been pledged as collateral to the lenders under the ABL facilities. If we were to default on the ABL facilities, the lenders could foreclose on these equity interests, which would result in a change of control.

We have no outstanding equity compensation plans under which securities of our company are authorized for issuance. Equity compensation plans are maintained by Parent. See Item 11. “Executive Compensation.”

119

The following table sets forth certain information as of March 30, 2011, regarding the beneficial ownership of Parent by:

• each person known by us to own beneficially 5% or more of the outstanding voting preferred stock or voting common stock of Parent;

• the directors and named executive officers of Parent and our company; and

• all directors and named executive officers of Parent and our company as a group.

We determined beneficial ownership in accordance with the rules of the SEC, which generally require inclusion of shares over which a person has voting or investment power. Share ownership in each case includes shares that may be acquired within 60 days as of March 30, 2011 through the exercise of any options or the conversion of convertible debt. None of the shares of Parent common stock has been pledged as collateral. Except as otherwise indicated, the address for each of the named individuals is c/o Associated Materials, LLC, 3773 State Road, Cuyahoga Falls, Ohio 44223.

	Common Stock
	Number of Shares		% of Class
Investment funds affiliated with Hellman & Friedman LLC (1) (2)		53,995,650		97.83	%
Executive Officers and Directors				*
Thomas N. Chieffe		338,114		*
Stephen E. Graham		61,463		*
Warren J. Arthur		90,391		*
Robert M. Franco		122,866		*
John F. Haumesser		76,791		*
Erik D. Ragatz (1)		—		*
Charles A. Carroll		500,000		*
Dana R. Snyder		10,000		*
Robert B. Henske (1)		—		*
Stefan Goetz (1)		—		*
Adam B. Durrett (1)		—		*
All directors and executive officers as a group		1,199,625		2.17	%

*	Indicates ownership of less than 1%
(1)	Hellman & Friedman Capital Partners VI, L.P. (“HFCP VI”), Hellman & Friedman Capital Partners VI (Parallel), L.P. (“HFCP VI (Parallel)”), Hellman & Friedman Capital Executives VI, L.P. (“HFCE VI”) and Hellman & Friedman Capital Associates VI, L.P. (“HFCA VI,” and together with HFCP VI, HFCP VI (Parallel) and HFCE VI, the “H&F Entities”) beneficially own 53,995,650 shares of Parent common stock. The address for each of the H&F Entities is c/o Hellman & Friedman LLC, One Maritime Plaza, 12th Floor, San Francisco, CA 94111. Such shares of Parent common stock are owned of record by HFCP VI, which owns 42,196,797 shares, HFCP VI (Parallel), which owns 11,077,555 shares, HFCE VI, which owns 174,424 shares, and HFCA VI, which owns 55,645 shares. Hellman & Friedman Investors VI, L.P. (“H&F Investors VI”) is the general partner of each of the H&F Entities. Hellman & Friedman LLC (“H&F”) is the general partner of H&F Investors VI. As the general partner of H&F Investors VI, H&F may be deemed to have beneficial ownership of the shares over which any of the H&F Entities has voting or dispositive power. An investment committee of H&F has sole voting and dispositive control over such shares of Parent common stock. Messrs. Ragatz, Henske and Goetz serve as Managing Directors of Hellman & Friedman, but none of them serves on the investment committee. Each of the members of the investment committee, as well as Messrs. Ragatz, Henske, Goetz and Durrett, disclaim beneficial ownership of such shares of Parent common stock, except to the extent of their respective pecuniary interest therein.
(2)	Includes shares issuable to the H&F Entities pursuant to convertible notes of Parent that mature on April 13, 2011 in the amounts of 387,414 shares to HFCP VI, 101,704 shares to HFCP VI (Parallel), 1,601 shares to HFCE VI and 510 shares to HFCA VI.

120

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

AGREEMENTS RELATED TO THE MERGER

In connection with the Merger, Carey Investment Holdings Corp. (now known as AMH Investment Holdings Corp.) (“Parent”), our indirect parent company, Carey Intermediate Holdings Corp. (now known as AMH Intermediate Holdings Corp.) (“Holdings”), our direct parent company, and our company entered into several related party agreements. As a part of the Merger, and in accordance with the amended and restated management agreement between Harvest Partners and our company and the agreement between Harvest Partners and Investcorp International Inc. (“III”), which provided that transaction fees would be shared equally between Harvest and III, we paid (1) a transaction fee of $6.5 million and management fees for the remaining term of the amended and restated management agreement, including the cancellation notice period, of $3.2 million to Harvest Partners and (2) a transaction fee of $6.5 million to III. In addition, we paid $1.1 million to Hellman & Friedman LLC (“H&F”) in reimbursement for third party transaction related expenses incurred on behalf of Merger Sub primarily related to due diligence activities.

Stockholders Agreement

In connection with the closing of the Merger on October 13, 2010, Parent, Holdings and our company entered into a stockholders agreement (the “Stockholders Agreement”) with certain investment funds affiliated with H&F (the “H&F Investors”) and each member of our management and Board of Directors that held shares of common stock or options of Parent at that date (the “Management Investors”). Parent may not issue any equity securities (prior to an initial public offering) without the consent of the H&F Investors and unless the recipient thereof agrees to become a party to the Stockholders Agreement. The Stockholders Agreement generally contains the following provisions:

Board of Directors. The Stockholders Agreement provides that, until an initial public offering of shares of Parent’s common stock, the owners of such shares who are parties to the agreement will vote their shares to elect a board of directors of Parent comprised of the following persons:

• our Chief Executive Officer (unless otherwise determined in writing by the H&F Investors); and

• such other directors as shall be designated from time to time by the H&F Investors.

Following an initial public offering, subject to certain exceptions, the H&F Investors will have the right to nominate a number of persons for election to Parent’s board of directors equal to the product (rounded up to the nearest whole number) of: (1) the percentage of outstanding equity securities beneficially owned by the H&F Investors and (2) the number of directors then on the board of directors. In addition, without the consent of the H&F Investors, each stockholder party (other than the H&F Investors) must vote all of his, her or its voting shares in favor of such H&F nominees, and each committee and subcommittee of Parent must include an H&F nominee, subject to applicable law and stock exchange rules.

Indemnification. Parent is generally required to indemnify and hold harmless the H&F Investors, together with each of their respective partners, stockholders, members, affiliates, directors, officers, fiduciaries, employees, managers, controlling persons and agents from any losses arising out of either of the following, subject to limited exceptions:

• an H&F Investor’s or its affiliates’ ownership of equity interests or other securities of Parent or their control of or ability to influence Parent or any of its subsidiaries; or

• the business, operations, properties, assets or other rights or liabilities of Parent or any of its subsidiaries.

Transfer Restrictions. The Stockholders Agreement contains transfer restrictions applicable to the equity securities held by the H&F Investors and other stockholder parties. In particular, the consent of the H&F Investors is required for all transfers of equity securities by the other stockholder parties, subject to certain exceptions, which include transfers to permitted transferees (i.e., certain affiliates) or transfers in connection with a tag-along or drag- along sale or, in certain circumstances, the exercise of preemptive rights. The transfer restrictions expire on the twelve-month anniversary of an initial public offering.

121

Registration Rights. Following an initial public offering, the Stockholders Agreement provides the H&F Investors with “demand rights” allowing them to require Parent to register all or a portion of such number of registrable securities as they shall designate. In connection with a marketed underwritten offering of Parent common stock other than an initial public offering, subject to certain exceptions, all stockholder parties will have certain “piggyback” registration rights.

Tag-Along Rights. Under the Stockholders Agreement, in connection with any sale by an H&F Investor constituting not less than 15% of the equity securities of Parent, subject to certain exceptions, the other stockholder parties, including H&F Investors not initiating the sale, will have “tag-along” rights that allow them to sell a proportional amount of their equity securities on substantially the same terms as those sold by the selling H&F Investors. The tag-along rights expire on the twelve-month anniversary of an initial public offering.

Drag-Along Rights. Under the Stockholders Agreement, subject to certain exceptions, the H&F Investors have “drag-along” rights that allow them to cause the other stockholder parties to participate in a transaction or transactions involving the transfer of not less than 50% of the equity securities of Parent. The drag-along rights expire on the twelve-month anniversary of an initial public offering.

Preemptive Rights. In the event that Parent issues capital stock outside of specified exempted issuances, unless the H&F Investors have notified Parent that they will not exercise their preemptive rights, each stockholder party, including the H&F Investors, may purchase up to its pro rata portion of such new securities. The preemptive rights expire upon the consummation of an initial public offering.

Call Rights. Upon termination of a Management Investor’s employment, Parent will have the right, but not the obligation, to purchase the common stock held by such Management Investor or his, her or its permitted transferee. If, at any time before it terminates, Parent determines not to exercise such call right, Parent must promptly notify the H&F Investors, and the H&F Investors will then have the right to exercise such call right in the same manner as Parent. The call rights expire upon the consummation of an initial public offering.

Indemnification of Directors and Officers

In February 2011, Parent, Holdings and our company, (collectively, the “Companies”) entered into indemnification agreements with each of the directors of the Companies (Messrs. Chieffe, Carroll, Snyder, Ragatz, Goetz, Henske and Durrett). The indemnification agreements provide that the Companies will jointly and severally indemnify each director to the fullest extent permitted by the Delaware general corporation law from and against all loss and liability suffered and expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of the indemnitee in connection with any threatened, pending, or completed action, suit or proceeding. Additionally, the Companies will generally advance to the indemnitee all out-of-pocket costs of any type or nature whatsoever incurred in connection therewith.

Our amended and restated limited liability company agreement provides that we will indemnify each of our members, directors and officers to the fullest extent permitted by law for claims arising by reason of the fact that such person is or was a member, director or officer of our company or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise.

122

AGREEMENTS WITH HARVEST PARTNERS AND INVESTCORP

AMH II Stockholders Agreement

On October 13, 2010, immediately before the consummation of the Acquisition Merger, the stockholders agreement of AMH II, dated as of December 22, 2004, as amended by Amendment No. 1 thereto, dated as of January 31, 2006, among AMH II and each holder of shares of the capital stock of AMH II (the “AMH II Stockholders Agreement”) was terminated. In connection with any underwritten public offering of the common stock of AMH II, including any initial public offering, the AMH II Stockholders Agreement provided each AMH II stockholder with the right to include common stock held by it under the registration statement pursuant to such offering. At any time after the occurrence of any initial public offering of AMH II, the AMH II Stockholders Agreement provided the Harvest Funds (as defined therein) and the Investcorp Investors (as defined therein) with certain demand registration rights and all stockholders party thereto with certain “piggyback” registration rights.

Management Advisory Agreement

We entered into an amended and restated management agreement (the “management agreement”) with Harvest Partners in December 2004 for financial advisory and strategic planning services. For these services, Harvest Partners received an annual fee payable on a quarterly basis in advance, beginning on the date of execution of the original agreement. The fee was adjusted on a yearly basis in accordance with the U.S. Consumer Price Index. We paid approximately $0.7 million, $0.9 million and $0.8 million of management fees to Harvest Partners for the years ended January 1, 2011, January 2, 2010 and January 3, 2009, respectively, which are included in selling, general and administrative expenses in the consolidated statements of operations. The agreement also provided that Harvest Partners would receive transaction fees in connection with financings, acquisitions and divestitures of our company. Such fees would be a percentage of the applicable transaction. In December 2004, Harvest Partners and Investcorp International Inc. (“III”) entered into an agreement pursuant to which they agreed that any transaction fee that became payable under the management agreement after December 22, 2004 would be shared equally by Harvest Partners and III. The initial term of the management agreement concluded on March 31, 2007, and the management agreement was then automatically renewed for one-year periods thereafter. On October 13, 2010, upon consummation of the Acquisition Merger, the management agreement was terminated.

As of January 1, 2011, we had a receivable from AMH Investment Holdings Corp (“Parent”), our indirect parent company, totaling approximately $3.2 million. The balance outstanding with Parent and our then indirect parent company related primarily to amounts owed under our tax sharing agreement, which included our company on their consolidated tax return.

OTHER RELATIONSHIPS

Intercompany Loan Agreement

In June 2009, we entered into an intercompany loan agreement with AMH II, our then indirect parent company, pursuant to which we agreed to periodically make loans to AMH II in an amount not to exceed an aggregate outstanding principal amount of approximately $33.0 million at any one time, plus accrued interest thereon. In connection with the closing of the Merger, the outstanding principal amount of the borrowings and accrued interest thereon under such intercompany loan agreement were deemed repaid.

Employment Agreements with Our Executive Officers

In connection with the Merger, we entered into new employment agreements with each of our executive officers (Messrs. Chieffe, Graham, Arthur, Franco and Haumesser, pursuant to which they each agreed to serve as an executive officer of our company and pursuant to which Mr. Chieffe agreed to serve as a member of Parent’s and our board of directors. See Item 11. “Executive Compensation — Employment Agreements.”

AlixPartners

During the year ended January 1, 2011, we paid AlixPartners, LLP, a portfolio company of H&F, $2.2 million in connection with operational improvement projects, including projects related to purchasing, manufacturing, inventory and logistics.

123

Other

Ms. Mason, the wife of Mr. Haumesser (our Vice President of Human Resources), is one of our employees and, during the year ended January 1, 2011, we paid Ms. Mason salary of $126,425, bonus compensation of $30,000 and payments in reimbursement for relocation expenses of $172,118.

POLICIES AND PROCEDURES FOR REVIEW AND APPROVAL OF RELATED PARTY TRANSACTIONS

We have written policies governing conflicts of interest with our employees. In addition, we circulate director and executive officer questionnaires on an annual basis to identify potential conflicts of interest and related party transactions with such directors and officers. Although we do not have a formal process for approving related party transactions, the Board of Directors as a matter of practice has reviewed all of the transactions described under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Related Party Transactions.”

DIRECTOR INDEPENDENCE

The Board of Directors has determined that Messrs. Ragatz, Carroll, Snyder, Henske, Goetz and Durrett qualify as independent directors within the meaning of Nasdaq Marketplace Rule 5605(a), which is the definition used by the Board of Directors for determining the independence of its directors. Mr. Chieffe is not an independent director because of his employment by us. Under the applicable listing standards, there are heightened requirements for determining whether the members of the Audit Committee of the Board of Directors are independent. The members of the Audit Committee (Messrs. Durrett, Ragatz and Henske) do not qualify as independent under the heightened independence requirements for audit committees. The Audit Committee of the Board of Directors is not comprised solely of independent members under the heightened independence requirements, because we are a privately held company and not subject to applicable listing standards.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth the aggregate fees billed to us by the independent accountants, Deloitte & Touche LLP and Ernst & Young LLP, for services rendered during fiscal years 2010 and 2009 (in thousands):

	2010		2009
Audit Fees	$	841	$	996
Audit-Related Fees		301		85
Tax Fees		210		64
Other Fees		429		358
Total Fees	$	1,781	$	1,503

Our Audit Committee adopted a policy in April 2003 to pre-approve all audit and non-audit services provided by its independent public accountants prior to the engagement of its independent public accountants with respect to such services. Under such policy, the Audit Committee may delegate one or more members who are independent directors of the Board of Directors to pre-approve the engagement of the independent public accountants. Such member must report all such pre-approvals to its entire Audit Committee at the next committee meeting.

AUDIT FEES

Audit fees principally constitute fees billed for professional services rendered by Deloitte & Touche LLP for the audit of our consolidated financial statements for the years ended January 1, 2011 and January 2, 2010, and interim reviews of the consolidated financial statements included in our quarterly reports on Form 10-Q filed during the 2010 fiscal year and the third quarter of 2009 ended October 3, 2009. In addition, audit fees were billed for professional services rendered by Ernst & Young LLP for the interim reviews of the consolidated financial statements included in our quarterly reports on Form 10-Q for the first two quarters of 2009 ended April 4, 2009 and July 4, 2009. The Audit Committee pre-approved 100% of the audit fees in 2010 and 2009.

124

AUDIT-RELATED FEES

Audit-related fees constitute fees billed for assurance and related services by Deloitte & Touche LLP and Ernst & Young LLP that are reasonably related to the performance of the audit or review of our consolidated financial statements, other than the services reported above under “Audit Fees.” In 2010, these fees were primarily related to the professional services rendered in connection with the Merger and application of purchase accounting. The Audit Committee pre-approved 100% of the audit-related fees in 2010 and 2009.

TAX FEES

Tax fees constitute fees billed for professional services rendered by Deloitte & Touche LLP and Ernst & Young LLP for tax compliance, tax advice and tax planning in each of the fiscal years 2010 and 2009. The Audit Committee pre-approved 100% of the tax fees in 2010 and 2009.

ALL OTHER FEES

In 2010, all other fees constitute fees billed for professional services rendered by Deloitte & Touche LLP and Ernst & Young LLP include due diligence in connection with the Merger, various debt restructurings and the reporting requirements associated with the issuance of our 9.125% notes in October 2010. In 2009, all other fees constitute fees billed for professional services rendered by Deloitte & Touche LLP and Ernst & Young LLP in connection with the reporting requirements associated with the issuance of our 9.875% notes in October 2009, which are no longer outstanding. The Audit Committee pre-approved 100% of the other fees in 2010 and 2009.

125

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are included in this report.

(A)(1) FINANCIAL STATEMENTS

See Index to Consolidated Financial Statements at Item 8. “Financial Statements and Supplementary Data” on page 44 of this report.

(A)(2) FINANCIAL STATEMENT SCHEDULES

All financial statement schedules have been omitted due to the absence of conditions under which they are required or because the information required is included in the consolidated financial statements or the notes thereto.

(A)(3) EXHIBITS

See Exhibit Index beginning on the page immediately preceding the exhibits for a list of exhibits filed as part of this Annual Report on Form 10-K, which Exhibit Index is incorporated herein by reference. Management contracts and compensatory plans and arrangements required to be filed as an exhibit pursuant to Form 10-K are denoted in the Exhibit Index by an asterisk (*).

126

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ASSOCIATED MATERIALS, LLC
By:	/s/ Thomas N. Chieffe Thomas N. Chieffe
	President and Chief Executive Officer
	(Principal Executive Officer)
By:	/s/ Stephen E. Graham Stephen E. Graham
	Vice President-Chief Financial Officer and Secretary
	(Principal Financial Officer and Principal
	Accounting Officer)

Date: April 1, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Thomas N. Chieffe Thomas N. Chieffe	President and Chief Executive Officer  (Principal Executive Officer)	April 1, 2011
/s/ Stephen E. Graham Stephen E. Graham	Vice President-Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer)	April 1, 2011
/s/ Erik Ragatz Erik Ragatz	Chairman of the Board of Directors	April 1, 2011
/s/ Charles A. Carroll Charles A. Carroll	Director	April 1, 2011
/s/ Dana R. Snyder Dana R. Snyder	Director	April 1, 2011
/s/ Robert B. Henske Robert B. Henske	Director	April 1, 2011
/s/ Stefan Goetz Stefan Goetz	Director	April 1, 2011
/s/ Adam B. Durrett Adam B. Durrett	Director	April 1, 2011

127

EXHIBIT INDEX

Exhibit Number		Description
	2.1	Agreement and Plan of Merger, dated as of September 8, 2010, among AMH Holdings II, Inc., Carey Investment Holdings Corp., Carey Intermediate Holdings Corp. and Carey Acquisition Corp. (incorporated by reference to Exhibit 2.1 to Associated Materials, LLC’s Form 8-K, filed with the SEC on September 13, 2010).
	3.1	Certificate of Formation of Associated Materials, LLC (incorporated by reference to Exhibit 3.1 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on March 25, 2008).
	3.2	Amended and Restated Limited Liability Company Agreement of Associated Materials, LLC.
	4.1	Indenture, dated as of October 13, 2010, among Carey Acquisition Corp., Carey New Finance, Inc., Associated Materials, LLC, the guarantors named therein and Wells Fargo Bank, National Association, as trustee and notes collateral agent.
	4.2	Form of 9.125% Senior Secured Note due 2017 (included in Exhibit 4.1 hereto).
	4.3	Registration Rights Agreement, dated as of October 13, 2010, among Carey Acquisition Corp., Carey New Finance, Inc., Associated Materials, LLC, the guarantors named therein, Deutsche Bank Securities Inc., UBS Securities LLC and Barclays Capital Inc.
	10.1	Revolving Credit Agreement, dated as of October 13, 2010, among Associated Materials, LLC, Carey Intermediate Holdings Corp., Gentek Holdings, LLC, Gentek Building Products, Inc., Gentek Canada Holdings Limited, Associated Materials Canada Limited, Gentek Building Products Limited Partnership, the lenders party thereto and the agents party thereto.
	10.2	US Security Agreement, dated as of October 13, 2010, among Carey Intermediate Holdings Corp., Associated Materials, LLC, the other grantors named therein and UBS AG, Stamford Branch, as US collateral agent.
	10.3	US Pledge Agreement, dated as of October 13, 2010, among Carey Intermediate Holdings Corp., Associated Materials, LLC, the other pledgors named therein and UBS AG, Stamford Branch, as US collateral agent.
	10.4	US Guarantee, dated as of October 13, 2010, among Carey Intermediate Holdings Corp., Associated Materials, LLC, the other guarantors named therein and UBS AG, Stamford Branch, as US collateral agent.
	10.5	Canadian Security Agreement, dated as of October 13, 2010, among Associated Materials Canada Limited, Gentek Canada Holdings Limited, Gentek Building Products Limited Partnership, the other grantors named therein and UBS AG Canada Branch, as Canadian collateral agent.

128

Exhibit Number			Description
	10.6		Canadian Pledge Agreement, dated as of October 13, 2010, among Associated Materials Canada Limited, Gentek Canada Holdings Limited, Gentek Building Products Limited Partnership, the other pledgors named therein and UBS AG Canada Branch, as Canadian collateral agent.
	10.7		Canadian Pledge Agreement, dated as of October 13, 2010, between Gentek Building Products, Inc. and UBS AG, Stamford Branch, as US collateral agent.
	10.8		Canadian Guarantee, dated as of October 13, 2010, among Associated Materials Canada Limited, Gentek Canada Holdings Limited, Gentek Building Products Limited Partnership, the other guarantors named therein and UBS AG Canada Branch, as Canadian collateral agent.
	10.9		Intercreditor Agreement, dated as of October 13, 2010, between UBS AG, Stamford Branch, as collateral agent under the revolving loan documents, and Wells Fargo Bank, National Association, as collateral agent under the indenture and notes collateral documents.
	10.10		Notes Security Agreement, dated as of October 13, 2010, among Associated Materials, LLC, the other grantors named therein and Wells Fargo Bank, National Association, as notes collateral agent.
	10.11		Notes Pledge Agreement, dated as of October 13, 2010, among Associated Materials, LLC, the other pledgors named therein and Wells Fargo Bank, National Association, as collateral agent.
	10.12	*	Stockholders Agreement, dated as of October 13, 2010, among Carey Investment Holdings Corp., Carey Intermediate Holdings Corp., Associated Materials, LLC and the stockholders and holders of options signatory thereto.
	10.13	*	Carey Investment Holdings Corp. 2010 Stock Incentive Plan.
	10.14	*	Form of Stock Option Agreement (Time Vesting Option) for awards made under the 2010 Stock Incentive Plan.
	10.15	*	Form of Stock Option Agreement (Performance Vesting Option) for awards made under the 2010 Stock Incentive Plan.
	10.16	*	Employment Agreement, dated as of October 13, 2010, between Associated Materials, LLC and Thomas N. Chieffe.
	10.17	*	Employment Agreement, dated as of October 13, 2010, between Associated Materials, LLC and Stephen Graham.
	10.18	*	Employment Agreement, dated as of October 13, 2010, between Associated Materials, LLC and Warren J. Arthur.
	10.19	*	Employment Agreement, dated as of December 20, 2010, between Associated Materials, LLC and Brad Beard.

129

Exhibit Number			Description
	10.20	*	Employment Agreement, dated as of October 13, 2010, between Associated Materials, LLC and John F. Haumesser.
	10.21	*	Employment Agreement, dated as of October 13, 2010, between Associated Materials, LLC and Robert M. Franco.
	10.22	*	Form of Indemnification Agreement between Associated Materials, LLC and certain of the directors and executive officers of Associated Materials, LLC.
	12.1		Statement of Computation of Ratio of Earnings to Fixed Charges.
	21.1		Subsidiaries of the Registrant.
	31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14 or 15d-14(a) of the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
	32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

* Management contract or compensatory plan or arrangement.

130

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ASSOCIATED MATERIALS, LLC

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Associated Materials, LLC (the “Company”) is entered into and effective on the 13^th day of October, 2010, by Carey Intermediate Holdings, Inc., a Delaware Company, as member (the “Member”).

WHEREAS, the Company resulted from the conversion of Associated Materials Inc. from a Delaware Company to a Delaware limited liability company pursuant to the filing with the Secretary of State of the State of Delaware of a Certificate of Conversion (the “Certificate of Conversion”) and a Certificate of Formation (the “Certificate of Formation”) effective at 4:01 p.m. (Delaware time) on December 28, 2007, pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.); as amended from time to time (the “Act”); and

WHEREAS, the Member desires to enter into this Amended and Restated Limited Liability Company Agreement to set forth the terms and conditions of the ownership, management and operation of the Company;

NOW THEREFORE, the Member, by execution of this Agreement, does hereby adopt this Agreement as the limited liability company agreement of the Company upon the following terms and conditions.

1. Name. The name of the limited liability company is “Associated Materials, LLC” or such name as the Member may from time to time hereafter designate, and its business shall be carried on in such name with such varations and changes as the Member shall determine or deem necessary to comply with requirements of the jurisdictions in which the Company’s operations are conducted.

2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful business, purpose, act or activity for which limited liability companies may be formed under the Act. The Company shall possess and may exercise all the powers and privileges granted by the by any other law or by this Agreement, together with any power’s incidental thereto, so far as such powers and privileges are necessary, desirable, convenient or incidental to the conduct, promotion or attainment of the business purposes or activities of the Company.

3. Filings. On or before execution of this Agreement, an authorized person, within the meaning of the Act, has executed, delivered and filed the Certificate of Conversion and the Certificate of Formation with the Secretary of State of the State of Delaware. The Member hereby ratifies and approves such filing of the Certificate of Conversion and the Certificate of Formation with the Secretary of State of the State of Delaware. The Member is hereby designated as an “authorized person” within the meaning of the Act, and may further designate additional or alternative “authorized persons” within the meaning of the Act. The Member and any other “authorized person” shall each have the right, power and authority, acting alone, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed with the office of the Secretary of State of the State of Delaware or required or permitted to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

4. Registered Office; Offices. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of Newcastle, Delaware 19801. The Company may also have offices at such other places, within or without the State of Delaware, as the Member may from time to time determine.

5. Registered Agent. The name and address of the registered agent for service of process on. The Company in the State of Delaware is The Company Trust Company, Company Trust Center, 1209 Orange Street in the City of Wilmington, County of Newcastle, Delaware

6. Term. Subject to the provisions of Section 12 below, the term of the Company shall be perpetual.

7. Fiscal Year. The fiscal year of the Company (the “fiscal year”) shall be the calendar year, or in the case of the Company’s last fiscal year, the fraction thereof ending on the date the Company is dissolved as provided in Section 12, or as fixed by the Member.

8. Member. The Member is hereby admitted as the sole member of the Company simultaneously with its execution of a counterpart signature page to this Agreement. The name of the Member is as set forth above in the preamble to this Agreement.

9. Management and Control.

a. The Member shall have the exclusive right to manage the business of the Company, and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company and, in general, all powers permitted to be exercised by a managing member under the Act. The Member may appoint, employ or otherwise contract with any persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company, and the Member may delegate to any such person or entity such authority to act on behalf of the Company as the Member may from time to time deem appropriate.

b. The Member hereby delegates the full and entire management of the business and affairs of the Company to the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the Company. Except where the approval of the Member is expressly required by this Agreement or by nonwaivable provisions of the Act, the Board of Directors shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company’s business. The Board of Directors shall have the further power to delegate any and all authority to such officers, including, without limitation, the officers described in Section 10, employees, agents and representatives of the Company as it may from time to time deem appropriate.

2

c. Without limiting the generality of Section 9.b, the Board of Directors shall have full power and authority to authorize the Company:

i. to acquire property from any Person; the fact that a Member or Director is directly or indirectly affiliated or connected with any such Person shall not prohibit the Company from dealing with that Person;

ii. to borrow money for the Company from banks, other lending institutions, any of the Member or the Directors, or affiliates of any of the Member or Directors on such terms as they deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums;

iii. to purchase liability and other insurance to protect the Company’s property and business;

iv. to hold and own any real and/or personal properties in the name of the Company;

v. to invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or similar type investments;

vi. to execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company’s property; assignments; bills of sale; leases; partnership agreements; and any other instruments or documents necessary, in the opinion of the Directors, to the business of the Company;

vii. to employ accountants, legal counsel, managing agents or other experts to perform services for the Company, and to define their duties and authority, which may include authority granted to the Member or Directors under the Act, and to compensate them from the Company funds;

viii. to retain and compensate employees and agents generally, and to define their duties and authority, which may include authority granted to the Member or Directors under the Act;

ix. to enter into any and all other agreements on behalf of the Company, with any other Person for any purpose; and

x. to do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business.

3

d. Each Director shall be at least 18 years of age. A Director need not be a member, a citizen of the United States, or a resident of the State of Delaware. The number of Directors constituting the entire Board of Directors shall be between one (1) and ten (10), the exact number fixed from time to time by affirmative vote of a majority of the Directors then in office, but with an initial number of six (6). The use of the phrase “entire Board of Directors” herein refers to the total number of directors which the Company would have if there were no vacancies.

e. Any Director may resign at any time by delivering his resignation in writing or electronic transmission to the Company, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective. Any or all of the Directors may be removed at any time, either with or without cause, by the Member. Vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of Directors or otherwise, may be filled by the Member or the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining Director.

f. Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

g. Except as otherwise provided by law, a majority of the entire Board of Directors, together with a majority of the H&F Representative Directors, shall constitute a quorum. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the Directors present, together with a majority of the H&F Representative Directors present, at a meeting at which a quorum is present shall be the act of the Board of Directors.

h. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting. Members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall from time to time by resolution determine. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, President or

4

by a majority of the directors then in office. A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director by mailing the same at least two days before the special meeting, or by telegraphing or telephoning the same or by delivering the same personally not later than the day before the day of the meeting. Notice of any meeting of the Board need not be given to any director, however, if waived by him in writing whether before or after such meeting be held, or if he shall be present at such meeting, and any meeting of the Board shall be a legal meeting without any notice thereof having been given, if all the directors then in office shall be present thereat. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Company shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the Directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

i. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board of Directors may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee. In the event any person shall cease to be a director of the Company, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

10. Officers.

a. The Board of Directors shall elect the officers of the Company, which shall include a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such Assistant Secretaries, such Assistant Treasurers and such other officers as the Board may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the President.

5

b. The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Company may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

c. Any officer may resign at any time upon written notice to the Company and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board and a majority of the H&F Director Representatives.

d. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

e. The President shall be the chief executive officer of the Company, and shall have such duties as customarily pertain to that office. The President shall have general management and supervision of the property, business and affairs of the Company and over its other officers; may appoint and remove assistant officers and other agents and employees; and may execute and deliver in the name of the Company powers of attorney, contracts, bonds and other obligations and instruments. A Vice-President may execute and deliver in the name of the Company contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

11. Merger. Notwithstanding any other provision of this Agreement or the Act to the contrary, the Company may merge with, or consolidate into, another limited liability company or other business entity (as defined in Section 18-209(a) of the Act) upon the sole approval of the Member, and without any further act, vote or approval of any director, any other member or any other person.

6

12. Exculpation and Indemnification.

a. No member, Director or officer of the Company shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such person by this Agreement, except that such person shall be liable for any such loss, damage or claim incurred by reason of such person’s willful misfeasance or bad faith.

b. The Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, claim, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a member, Director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Company, partnership, joint venture, employee benefit plan, trust or other enterprise, against all claims, losses, liabilities, expenses (including attorneys’ fees and disbursements), damages, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the fullest extent permitted under the Act.

c. To the extent that a member, Director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 12.b, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

d. Expenses (including attorneys’ fees) incurred by a member, Director or officer in defending or testifying in a civil, criminal, administrative or investigative action, claim, suit or proceeding by reason of the fact that such person is or was a member, Director or officer of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another Company, partnership, joint venture, employee benefit plan, trust or other enterprise) shall be paid by the Company in advance of the final disposition of such action, claim, suit or proceeding within ten business days of the Company’s receipt of a request for advancement of such expenses from such director or officer and, to the extent required by law, upon receipt of an undertaking by or on behalf of any such member, Director or officer to repay such amount if it shall ultimately be determined that such member, Director or officer is not entitled to be indemnified by the Company against such expenses.

e. The indemnification permitted by this Section 12 shall not be deemed exclusive of any other rights to which any Person may be entitled under any agreement, vote of Member or disinterested Directors or otherwise, both as to action in such Person’s official capacity and as to action in another capacity while holding an office, and shall continue as to a Person who has ceased to be a member, Director or officer and shall inure to the benefit of the successors, assigns, heirs, executors and administrators of such Person.

7

f. The Company shall have power to purchase and maintain insurance on behalf of any person who is or was a member, Director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, employee benefit plan trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section 12 or otherwise.

13. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member; (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (c) at any time that there are no members of the Company, unless the Company is continued in accordance with the Act.

The bankruptcy (as defined in Section 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in such manner, and in such order of priority, as determined by the Member, subject to any requirements of the Act.

14. Treatment for Tax Purposes. It is the intention of the Member that the Company be treated as an entity disregarded from its owner for federal, state and local income tax purposes. The Member is authorized to make all elections for tax or other purposes as it may deem necessary or appropriate.

15. Capital Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligations to do so.

16. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Board of Directors.

17. Assignments. The member may transfer or assign, in whole or in part, its limited liability company interest. Any assignee of the Member’s limited liability company interest shall only become a member of the Company upon the consent of the Member.

18. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member.

19. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

8

20. Limited Liability Company. The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Delaware or any other laws. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

21. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability, provided, however, that the remaining provisions will continue in full force without being impaired or invalidated in any way unless such invalid or unenforceable provision or clause shall be so significant as to materially affect the expectations of the Member regarding this Agreement. Otherwise, any invalid or unenforceable provision shall be replaced with a valid provision which most closely approximates the intent and economic effect of the invalid or unenforceable provision.

22. No Third Party Beneficiaries. The right or obligation of the Member to call for any capital contribution or to make a capital contribution or otherwise to do, perform, satisfy or discharge any liability or obligation of the Member hereunder, or to pursue any other right or remedy hereunder or at law or in equity, shall not confer any right or claim upon or otherwise inure to the benefit of any creditor or other third party having dealings with the Company; it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the Member and its successors and assigns except as may be otherwise agreed to by the Company in writing with the prior written approval of the Member.

23. Governing Law. This Agreement, its enforcement and any disputes arising out of its hall be governed by, and construed in accordance with, the laws of the State of Delaware, all rights and remedies being governed by said law, without regard to principles of conflict of laws.

24. Certain Definitions. In addition to the terms otherwise defined herein, the following terms are used herein as defined below:

a. “Board of Directors” shall mean the Directors of the Company.

b. “Director” shall mean a natural person elected or appointed to the Board of Directors pursuant to the provisions of the Certificate of Formation or this Agreement.

9

c. “H&F Representative Director” shall mean each director on the Board of Directors that is a managing director or employee of Hellman & Friedman LLC, Hellman & Friedman LLP or any of their respective affiliates (excluding any portfolio company in which any of the investment fund affiliates of Hellman & Friedman LLC or Hellman & Friedman LLP have made a debt or equity investment and any subsidiaries of the foregoing).

d. “Person” shall mean an individual, corporation, partnership, limited liability company, trust, unincorporated association, government or any agency or political subdivision thereof, or any other entity.

[Remainder of page intentionally left blank]

10

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first above written. Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the date hereof.

MEMBER: CAREY INTERMEDIATE HOLDINGS, INC.
By:	/s/ Stephen E. Graham
	Name:	Stephen E. Graham
	Title:	Vice President—Chief Financial Officer, Treasurer and Secretary

[Signature Page to Amended and Restated LLC Agreement — Associated Materials, LLC]

EX-4.1

Exhibit 4.1

INDENTURE

Dated as of October 13, 2010

Among

CAREY ACQUISITION CORP.,

CAREY NEW FINANCE, INC.,

ASSOCIATED MATERIALS, LLC,

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee and Notes Collateral Agent

9.125% SENIOR SECURED NOTES DUE 2017

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310 (a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
311(a)	7.11
(b)	7.11
312(a)	2.05
(b)	13.03
(c)	13.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06; 7.07
(c)	7.06; 13.02
(d)	7.06
314(a)	4.03; 4.04; 6.01; 13.02; 13.05
(b)	6.01
(c)(1)	6.01; 13.04
(c)(2)	6.01; 13.04
(c)(3)	6.01
(d)	6.01
(e)	13.05
(f)	N/A
315(a)	7.01
(b)	7.05; 13.02
(c)	7.01
(d)	7.01
(e)	6.14
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; 9.04
317(a)(1)	6.08
(a)(2)	6.12
(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		39
Section 1.03 Incorporation by Reference of Trust Indenture Act		40
Section 1.04 Rules of Construction		40
Section 1.05 Acts of Holders		41
ARTICLE 2
THE NOTES
Section 2.01 Form and Dating; Terms		42
Section 2.02 Execution and Authentication		44
Section 2.03 Registrar and Paying Agent		44
Section 2.04 Paying Agent to Hold Money in Trust		45
Section 2.05 Holder Lists		45
Section 2.06 Transfer and Exchange		45
Section 2.07 Replacement Notes		56
Section 2.08 Outstanding Notes		57
Section 2.09 Treasury Notes		57
Section 2.10 Temporary Notes		57
Section 2.11 Cancellation		58
Section 2.12 Defaulted Interest		58
Section 2.13 CUSIP Numbers		58
Section 2.14 Global Notes		59
ARTICLE 3
REDEMPTION
Section 3.01 Notices to Trustee		59
Section 3.02 Selection of Notes to Be Redeemed or Purchased		59
Section 3.03 Notice of Redemption		59
Section 3.04 Effect of Notice of Redemption		60
Section 3.05 Deposit of Redemption or Purchase Price		61
Section 3.06 Notes Redeemed or Purchased in Part		61
Section 3.07 Optional Redemption		61
Section 3.08 Mandatory Redemption		62
Section 3.09 Offers to Repurchase by Application of Excess Proceeds or Excess ABL Proceeds		62

-i- 

	Page
ARTICLE 4
COVENANTS
Section 4.01 Payment of Notes		64
Section 4.02 Maintenance of Office or Agency		64
Section 4.03 Reports and Other Information		65
Section 4.04 Compliance Certificate		67
Section 4.05 Taxes		67
Section 4.06 Stay, Extension and Usury Laws		67
Section 4.07 Limitation on Restricted Payments		67
Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries		74
Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock		76
Section 4.10 Asset Sales		82
Section 4.11 Transactions with Affiliates		86
Section 4.12 Liens		88
Section 4.13 Corporate Existence		89
Section 4.14 Offer to Repurchase Upon Change of Control		89
Section 4.15 Additional Guarantees		91
Section 4.16 Discharge and Suspension of Covenants		91
Section 4.17 [Reserved]		92
Section 4.18 Restrictions on Activities of the Co-Issuer		92
Section 4.19 Further Assurances; After Acquired Property		92
Section 4.20 Information Regarding Collateral		92
ARTICLE 5
SUCCESSORS
Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets		93
Section 5.02 Successor Corporation Substituted		95
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01 Events of Default		95
Section 6.02 Acceleration		98
Section 6.03 Other Remedies		99
Section 6.04 Waiver of Past Defaults		99
Section 6.05 Control by Majority		99
Section 6.06 Limitation on Suits		99
Section 6.07 Rights of Holders of Notes to Receive Payment		100
Section 6.08 Collection Suit by Trustee		100
Section 6.09 Restoration of Rights and Remedies		100
Section 6.10 Rights and Remedies Cumulative		100
Section 6.11 Delay or Omission Not Waiver		100
Section 6.12 Trustee May File Proofs of Claim		101
Section 6.13 Priorities		101
Section 6.14 Undertaking for Costs		102

-ii- 

	Page
ARTICLE 7
TRUSTEE
Section 7.01 Duties of Trustee		102
Section 7.02 Rights of Trustee		103
Section 7.03 Individual Rights of Trustee		104
Section 7.04 Trustee’s Disclaimer		104
Section 7.05 Notice of Defaults		104
Section 7.06 Reports by Trustee to Holders of the Notes		104
Section 7.07 Compensation and Indemnity		105
Section 7.08 Replacement of Trustee		105
Section 7.09 Successor Trustee by Merger, Etc.		106
Section 7.10 Eligibility; Disqualification		106
Section 7.11 Preferential Collection of Claims Against Issuers		107
Section 7.12 Security Documents; Intercreditor Agreement		107
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance		107
Section 8.02 Legal Defeasance and Discharge		107
Section 8.03 Covenant Defeasance		108
Section 8.04 Conditions to Legal or Covenant Defeasance		108
Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions		110
Section 8.06 Repayment to Issuers		110
Section 8.07 Reinstatement		110
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01 Without Consent of Holders of Notes		111
Section 9.02 With Consent of Holders of Notes		113
Section 9.03 Compliance with Trust Indenture Act		114
Section 9.04 Revocation and Effect of Consents		115
Section 9.05 Notation on or Exchange of Notes		115
Section 9.06 Trustee and Notes Collateral Agent to Sign Amendments, Etc.		115
ARTICLE 10
GUARANTEES
Section 10.01 Guarantee		116
Section 10.02 Limitation on Guarantor Liability		117
Section 10.03 Execution and Delivery		117
Section 10.04 Subrogation		118
Section 10.05 Benefits Acknowledged		118
Section 10.06 Release of Guarantees		118

-iii- 

	Page
ARTICLE 11
COLLATERAL
Section 11.01 Collateral and Security Documents		119
Section 11.02 Non-Impairment of Liens		119
Section 11.03 Release of Collateral		120
Section 11.04 Suits To Protect the Collateral		121
Section 11.05 Authorization of Receipt of Funds by the Trustee Under the Security Documents		121
Section 11.06 Purchaser Protected		121
Section 11.07 Powers Exercisable by Receiver or Trustee		121
Section 11.08 Release Upon Termination of the Issuers’ Obligations		122
Section 11.09 Notes Collateral Agent		122
Section 11.10 Designations		129
Section 11.11 Limitations on Stock Collateral		129
Section 11.12 Limitations on Certain Perfection Items		130
ARTICLE 12
SATISFACTION AND DISCHARGE
Section 12.01 Satisfaction and Discharge		130
Section 12.02 Application of Trust Money		131
ARTICLE 13
MISCELLANEOUS
Section 13.01 Trust Indenture Act Controls		131
Section 13.02 Notices		132
Section 13.03 Communication by Holders of Notes with Other Holders of Notes		132
Section 13.04 Certificate and Opinion as to Conditions Precedent		133
Section 13.05 Statements Required in Certificate or Opinion		133
Section 13.06 Rules by Trustee and Agents		133
Section 13.07 No Personal Liability of Directors, Officers, Employees, Incorporators, Members, Partners and Stockholders		134
Section 13.08 Governing Law		134
Section 13.09 Waiver of Jury Trial		134
Section 13.10 Force Majeure		134
Section 13.11 No Adverse Interpretation of Other Agreements		134
Section 13.12 Successors		134
Section 13.13 Severability		134
Section 13.14 Counterpart Originals		135
Section 13.15 Table of Contents, Headings, Etc.		135
Section 13.16 Intercreditor Agreement Governs		135

-iv- 

EXHIBITS
Exhibit A	Form of Note
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

-v- 

INDENTURE, dated as of October 13, 2010, among Carey Acquisition Corp., a Delaware corporation (“Merger Sub”), Carey New Finance, Inc., a Delaware corporation (the “Co-Issuer”), Associated Materials, LLC, a Delaware limited liability company (“AMLLC”), the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee and Notes Collateral Agent.

W I T N E S S E T H

WHEREAS, Merger Sub has duly authorized the creation of an issue of $730,000,000 aggregate principal amount of 9.125% Senior Secured Notes due 2017 (the “Initial Notes”);

WHEREAS, in connection with the Transactions (as defined herein), the obligations of Merger Sub with respect to the due and punctual payment of the principal of, premium, if any, and interest on all the Notes and the performance and observation of each covenant and agreement under this Indenture on the part of Merger Sub to be performed or observed will become obligations of AMLLC and unconditionally and irrevocably guaranteed by the Guarantors; and

WHEREAS, each of Merger Sub, the Co-Issuer, AMLLC and each of the Guarantors has duly authorized the execution and delivery of this Indenture.

NOW, THEREFORE, Merger Sub, the Co-Issuer, AMLLC, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of 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 A 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 in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“ABL Collateral” means the Revolving Priority Collateral (as defined in the Intercreditor Agreement).

“Acquired Indebtedness” 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 became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition” means the transactions contemplated by the Transaction 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 2.01 and 4.09, as part of the same series as the Initial Notes.

“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” (including, with correlative meanings, 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 or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar or Paying Agent.

“AMLLC” means the party named as such in the preamble hereto or any successor obligor to its obligations under this Indenture and the Notes pursuant to Article 5.

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Note; and

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at November 1, 2013 (such redemption price being set forth in Section 3.07), plus (ii) all required interest payments due on such Note through November 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 such 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, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of an Issuer or any of the Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09), whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of Cash Equivalents or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale or no longer used in the ordinary course of business;

-2-

(b) the disposition of all or substantially all of the assets of AMLLC in a manner permitted pursuant to the provisions described under Section 5.01 or any disposition that constitutes a Change of Control pursuant to this Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $10,000,000;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to an Issuer or by an Issuer or a Restricted Subsidiary to another Restricted Subsidiary;

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986 or any successor provision, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment, sub-lease, license or sub-license of any real or personal property in the ordinary course of business;

(h) any issuance, sale or pledge of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) foreclosures, condemnation or any similar action on assets or the granting of Liens not prohibited by this Indenture;

(j) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(k) any financing transaction with respect to property built or acquired by an Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture;

(l) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business;

(m) the sale or discount of inventory, accounts receivable or notes receivable in the ordinary course of business or the conversion of accounts receivable to notes receivable;

(n) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business, other than the licensing of intellectual property on a long-term basis;

(o) the unwinding of any Hedging Obligations;

(p) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

-3-

(q) the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Issuers are not material to the conduct of the business of the Issuers and the Restricted Subsidiaries taken as a whole; and

(r) the issuance of directors’ qualifying shares and shares issued to foreign nationals as required by applicable law.

“Bank Collateral Agent” means UBS AG, Stamford Branch and any successor under the Senior Credit Agreement, or if there is no Senior Credit Agreement, the “Bank Collateral Agent” designated pursuant to the terms of the Lenders Debt.

“Bank Lender” means any lender or holder or agent or arranger of Indebtedness under the Senior Credit Agreement.

“Bank Products” means any facilities or services related to cash management, including treasury, depository, overdraft, credit or debit card, automated clearing house fund transfer services, purchase card, electronic funds transfer (including non-card e-payables services) and other cash management arrangements and commercial credit card and merchant card services.

“Bankruptcy Code” means Title 11 of the United States Code, as amended.

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

“Board” with respect to a Person means the board of directors (or similar body) of such Person or any committee thereof duly authorized to act on behalf of such board of directors (or similar body).

“Borrowing Base” means, as of any date, an amount equal to:

(1) 85% of the aggregate book value of all accounts receivable owned by the Issuers and the Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date; plus

(2) 85% of the net orderly liquidation value of all inventory owned by the Issuers and the Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date; plus

(3) 85% of the net orderly liquidation value of all equipment owned by Canadian Subsidiaries of AMLLC as of the end of the most recent fiscal quarter preceding such date; plus

(4) 70% of the appraised fair market value of all real property owned by Canadian Subsidiaries of AMLLC as of the end of the most recent fiscal quarter preceding such date.

“Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

-4-

(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;

but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such securities include any right of participation with Capital Stock.

“Capitalized 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 such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Cash Equivalents” means:

(1) United States dollars or Canadian dollars;

(2) (a) euro, pounds sterling or any national currency of any participating member state of the EMU; or

(b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 12 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500,000,000 in the case of U.S. banks and $100,000,000 (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 12 months after the date of creation thereof;

(7) 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, 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 24 months after the date of creation thereof;

-5-

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above and (10) through (12) below;

(9) [Reserved];

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 12 months or less from the date of acquisition;

(11) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; and

(12) readily marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s or 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) with maturities of 12 months or less from the date of acquisition.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of AMLLC and its Subsidiaries, taken as a whole, to any Person other than the Permitted Holders; or

(2) the Issuers become aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d 5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of AMLLC or any Parent Entity.

“Clearstream” means Clearstream Banking, Société Anonyme.

“Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto.

“Co-Issuer” means the party named as such in the preamble hereto or any successor obligor to its obligations under this Indenture and the Notes pursuant to Article 5.

“Collateral” means all the assets and properties subject to the Liens created by the Security Documents.

-6-

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and the Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and the Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) 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), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (u) accretion or accrual of discounted liabilities not constituting Indebtedness, (v) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting, (w) any Additional Interest relating to the Registration Rights Agreement, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

(2) consolidated capitalized interest of such Person and the Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income attributable to such Person and the Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains, losses or charges (including all fees and expenses relating thereto) or expenses (including the Transaction Expenses), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(3) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposed, abandoned or discontinued operations shall be excluded,

-7-

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuers, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of AMLLC shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 4.07(a), the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, is otherwise restricted by the 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 stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of AMLLC will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) or Cash Equivalents to AMLLC or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of adjustments (including the effects of such adjustments pushed down to AMLLC and the Restricted Subsidiaries) in the inventory, property and equipment, software and other intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments (including deferred financing costs written off and premiums paid) shall be excluded,

(9) any impairment charge, asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities, the amortization of intangibles, and the effects of adjustments to accruals and reserves during a prior period relating to any change in the methodology of calculating reserves for returns, rebates and other chargebacks (including government program rebates), in each case, pursuant to GAAP shall be excluded,

(10) any (i) non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights and (ii) income (loss) attributable to deferred compensation plans or trusts shall be excluded,

(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and 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,

-8-

(12) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transaction in accordance with GAAP shall be excluded,

(13) [Reserved],

(14) any net gain or loss resulting in such period from Hedging Obligations and the application of Financial Accounting Standards Codification No. 815—Derivatives and Hedging shall be excluded,

(15) any net gain or loss resulting in such period from currency transaction or translation gains or losses related to currency remeasurements (including any net loss or gain resulting from hedge agreements for currency exchange risk) shall be excluded,

(16) any deferred tax expense associated with tax deductions or net operating losses arising as a result of the Transactions, or the release of any valuation allowance related to such item, shall be excluded, and

(17) any non-cash interest expense and non-cash interest income, in each case to the extent there is no associated cash disbursement or receipt, as the case may be, before the earlier of the maturity date of the Notes and the date on which all the Notes cease to be outstanding, shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 4.07 only (other than clause (3)(d) of Section 4.07(a)), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuers and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuers and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuers or any of the Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 4.07(a).

“Consolidated Secured Debt Ratio” as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of the Issuers and the Restricted Subsidiaries (other than Hedging Obligations) that is secured by Liens as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) AMLLC’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

-9-

“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 Issuers and the Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments and (2) the aggregate amount of all outstanding Disqualified Stock of AMLLC and all Preferred Stock of the Restricted Subsidiaries on a consolidated basis, 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 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 Board of AMLLC.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 13.02 or such other address as to which the Trustee may give notice to the Holders and the Issuers.

“Credit Facilities” means, with respect to an Issuer or any of the Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Agreement, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that exchange, replace, refund, refinance, extend, renew, restate, amend, supplement or modify any part of the loans, notes, other credit facilities or commitments thereunder, including any such exchanged, replacement, refunding, refinancing, extended, renewed, restated, amended, supplemented or modified facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

-10-

“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(c), substantially in the form of Exhibit A 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 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 AMLLC or a Restricted Subsidiary 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 Issuers, 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 AMLLC or any Parent Entity (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by AMLLC 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 the Issuers or the applicable Parent Entity, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.07(a).

“Discharge of ABL Obligations” means “Discharge of Revolving Obligations” as defined in the Intercreditor Agreement.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of an Issuer or their respective Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by an Issuer or its respective Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Domestic Subsidiary” means any Restricted Subsidiary that is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof.

-11-

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period,

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges of such Person for such period (including (x) net losses or 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, in each case, to the extent included in Fixed Charges), together with items excluded from the definition of “Consolidated Interest Expense” pursuant to clauses 1(u) through 1(z) thereof, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit Facilities and (ii) any amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(e) the amount of any restructuring charge or reserve or non-recurring integration costs deducted (and not added back) in such period in computing Consolidated Net Income, including any one time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus

(f) any other non-cash charges, including any write offs or write downs, 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 EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(g) the amount of any non-controlling interest expense consisting of Subsidiary income 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 excluding cash distributions in respect thereof; plus

(h) the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under Section 4.11; plus

-12-

(i) the amount of net cost savings projected by AMLLC in good faith to be realized as a result of (A) the projected cost savings reflected in notes (h) and (j) of footnote (1) under the caption “Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial Data” of the Offering Memorandum and (B) specified actions initiated or to be taken on or prior to the date that is 12 months after the Issue Date or 12 months after the consummation of any acquisition, amalgamation, merger or operational change and prior to or during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) such cost savings are reasonably identifiable and quantifiable, (y) no cost savings shall be added pursuant to this clause (i) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clause (e) above and (z) the aggregate amount added back pursuant to clause (i) (B) taken together with any amounts added back pursuant to clause (e) above included in any four quarter period shall not exceed 10.0% of EBITDA for such four quarter period; provided, further, that the adjustments pursuant to this clause (i) may be incremental to (but not duplicative of) pro forma adjustments made pursuant to the definition of “Fixed Charge Coverage Ratio”; provided, further, that for the avoidance of doubt, this clause (i) shall (x) not apply to any projected net cost savings of interest expense, accretion of principal amount, depreciation or amortization or other pro forma adjustments, in each case to the extent permitted to be made in accordance with Article 11 of Regulation S-X and (y) in no way limit pro forma adjustments made in accordance with Article 11 of Regulation S-X to the extent permitted by the definition of “Fixed Charge Coverage Ratio”; plus

(j) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus

(k) any costs or expense incurred by an Issuer or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of AMLLC or net cash proceeds of an issuance of Equity Interest of AMLLC (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of Section 4.07(a); plus

(l) the amount of expenses relating to payments made to option holders of any Parent Entity or any Parent Entity in connection with, or as a result of, any distribution being made to shareholders of such Person or its Parent Entity, which payments are being made to compensate such option holders as though they were shareholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted under this Indenture, and

(2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period; provided that, to the extent non-cash gains are deducted pursuant to this clause (2) for any previous period and not otherwise added back to EBITDA, EBITDA shall be increased by the amount of any cash receipts (or any netting arrangements resulting in reduced cash expenses) in respect of such non-cash gains received in subsequent periods to the extent not already included therein.

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Enforcement Notice” has the meaning assigned to such term in the Intercreditor Agreement.

-13-

“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.

“Equity Offering” means any public or private sale of common equity or Preferred Stock of AMLLC or any Parent Entity (excluding Disqualified Stock), other than:

(1) public offerings with respect to AMLLC’s or any Parent Entity’s common stock registered on Form S-8;

(2) issuances to any Subsidiary of AMLLC; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“euro” means the single currency of participating member states of the EMU.

“Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f).

“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.

“Excluded Accounts” means the deposit, securities and commodities accounts designated as such by the Bank Collateral Agent, which in any event shall include accounts that are used primarily for the purpose of making payments in respect of payroll, taxes and employee wages and benefits.

“Excluded Assets” means the collective reference to:

(1) any interest in leased real property;

(2) any fee interest in owned real property if the fair market value of such fee interest is less than $5,000,000;

(3) any property or asset to the extent that the grant of a security interest in such property or asset is prohibited by any applicable law, rule or regulation or requires a consent not obtained of any governmental authority pursuant to applicable law, rule or regulation;

(4) those assets that would constitute ABL Collateral but as to which the Bank Collateral Agent does not require a lien or security interest;

(5) Subject Property;

(6) any assets or property of AMLLC or any Restricted Subsidiary that is subject to a purchase money lien (or similar Lien under clause (6) of the definition of “Permitted Liens”) or capital lease under this Indenture to the extent the documents relating to such lien or capital lease would not permit such assets or property to be subject to the Liens created under the Security Documents; provided that immediately upon the ineffectiveness, lapse or termination of any such restriction, such assets or property shall cease to be an “Excluded Asset”;

-14-

(7) any vehicles and any other assets subject to certificates of title perfection;

(8) any property or assets owned by any Foreign Subsidiary, any Unrestricted Subsidiary or Receivables Subsidiary;

(9) any intellectual property, including any United States intent-to-use trademark applications, to the extent and for so long as the creation of a security interest therein would invalidate an Issuer’s or such Guarantor’s right, title or interest therein;

(10) assets to the extent a security interest in such assets would result in costs or consequences (including material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar law, rule or regulation in any applicable jurisdiction)) as reasonably determined by AMLLC with respect to the granting or perfecting of a security interest that is excessive in view of the benefits to be obtained by the secured parties;

(11) Excluded Capital Stock;

(12) Excluded Accounts; and

(13) proceeds and products from any and all of the foregoing excluded collateral described in clauses (1) through (12), unless such proceeds or products would otherwise constitute Notes Collateral;

provided, however, that Excluded Assets will not include (a) any proceeds, substitutions or replacements of any Excluded Assets referred to in clause (3) (unless such proceeds, substitutions or replacements would otherwise constitute Excluded Assets) or (b) any asset of AMLLC or the Guarantors that secures obligations with respect to Lenders Debt (other than Capital Stock that does not constitute “Notes Pledged Shares” as defined in the Pledge Agreement and any assets or Capital Stock owned by direct or indirect Subsidiaries of any Issuer that are organized under the applicable laws of Canada and the Capital Stock of any Foreign Subsidiaries organized in Canada that are owned by the Issuers and the Guarantors).

“Excluded Capital Stock” means (a) any Capital Stock with respect to which AMLLC reasonably determines that the costs (including any costs resulting from material adverse tax consequences) of pledging such Capital Stock shall be excessive in view of the benefits to be obtained by the Holders therefrom and (b) (1) solely in the case of any pledge of Capital Stock of any Foreign Subsidiary to secure the Obligations under the Notes, any Capital Stock that is voting Capital Stock of such Foreign Subsidiary in excess of 65% of the outstanding voting Capital Stock of such class, (2) any Capital Stock to the extent the pledge thereof would be prohibited by any applicable law, rule or regulation or contractual obligation existing on the Issue Date or on the date such Capital Stock is acquired by an Issuer or a Guarantor or on the date the issuer of such Capital Stock is created, (3) the Capital Stock of any Subsidiary that is not wholly owned by the Issuers and the Guarantors at the time such Subsidiary becomes a Subsidiary (for so long as such Subsidiary remains a non-wholly owned Subsidiary) to the extent the pledge of such Capital Stock by an Issuer or Guarantor is prohibited by the terms of such Subsidiary’s organizational or joint venture documents, (4) the Capital Stock of any Immaterial Subsidiary, (5) the Capital Stock of any Subsidiary of a Foreign Subsidiary, (6) any Capital Stock of a Subsidiary to the extent the pledge of such Capital Stock would result in materially adverse tax consequences to any Issuer or its Subsidiaries, as reasonably determined by AMLLC, (7) the Capital Stock of any Subsidiary organized under the laws of Canada and (8) the Capital Stock of any Unrestricted Subsidiary.

-15-

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by AMLLC from:

(1) contributions to its common equity capital, and

(2) the sale (other than to a Subsidiary of AMLLC or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuers) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of AMLLC,

in each case designated as Excluded Contributions pursuant to an officer’s certificate executed by the principal financial officer of the Issuers on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 4.07(a).

“Excluded Subsidiary” means (1) any Subsidiary that is not a Wholly Owned Subsidiary on any date such Subsidiary would otherwise be required to become a Guarantor (for so long as such Subsidiary remains a non-Wholly Owned Subsidiary) other than a Domestic Subsidiary that is a non-Wholly Owned Subsidiary if such non-Wholly Owned Subsidiary guarantees other capital markets debt securities of any Issuer or any Guarantor, (2) any Subsidiary that is prohibited by any applicable law, rule or regulation or contractual obligation existing on the Issue Date or at the time such Subsidiary becomes a Restricted Subsidiary of AMLLC from guaranteeing the Notes (and for so long as such restrictions or any replacement or renewal thereof is in effect) or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee unless such consent, approval, license or authorization has been received (or is received after commercially reasonably efforts to obtain such consent, approval, license or authorization, which efforts may be requested by the Trustee), (3) a direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary, (4) any Immaterial Subsidiary (provided that AMLLC shall not be permitted to exclude Immaterial Subsidiaries from guaranteeing the Notes to the extent that (i) the aggregate amount of gross revenue for all Immaterial Subsidiaries (other than Unrestricted Subsidiaries) excluded by this clause (4) exceeds 5.0% of the consolidated gross revenues of AMLLC and the Restricted Subsidiaries for the most recently ended four fiscal quarter period for which financial statements have been delivered prior to the date of determination or (ii) the aggregate amount of total assets for all Immaterial Subsidiaries (other than Unrestricted Subsidiaries) excluded by this clause (4) exceeds 5.0% of the Total Assets for the most recently ended four fiscal quarter period for which financial statements have been delivered prior to the date of determination), (5) each Foreign Subsidiary, (6) each Unrestricted Subsidiary, (7) each Receivables Subsidiary, (8) the Co-Issuer and (9) any Subsidiary to the extent that its Guarantee of the Notes would result in material adverse tax consequences to any Issuer or any Subsidiary as reasonably determined by AMLLC.

“Existing Notes” means, collectively, AMH Holdings II, Inc.’s 20% Senior Notes due 2014, AMH Holdings, LLC’s 11.25% Senior Discount Notes due 2014 and Associated Materials, LLC’s 9.875% Senior Secured Second Lien Notes due 2016.

“fair market value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by an Issuer in good faith.

-16-

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that an Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by an Issuer or any of the Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into an Issuer or any of the Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation 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 Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of AMLLC and shall be made in accordance with Article 11 of Regulation S-X. In addition to pro forma adjustments made in accordance with Article 11 of Regulation S-X, pro forma calculations may also include operating expense reductions for such period resulting from any Asset Sale or other disposition or acquisition, investment, merger, consolidation or discontinued operation (as determined in accordance with GAAP) for which pro forma effect is being given that (A) have been realized or (B) for which specified actions have been taken or are reasonably expected to be realizable within twelve months of the date of such transaction; provided that (x) such cost savings are reasonably identifiable and quantifiable, (y) no cost savings shall be given pro forma effect to the extent duplicative of any expenses or charges relating to such cost savings that are added back to pursuant to the definition of EBITDA, and (z) cost savings given pro forma effect shall not include any cost savings related to the combination of (X) the operations of any Person, property, business or asset acquired, including pursuant to the Transactions or pursuant to a transaction consummated prior to the Issue Date, and not subsequently so disposed of and (Y) any Unrestricted Subsidiary that is converted into a Restricted Subsidiary with the operations of the Issuers or any Restricted Subsidiary. Such pro forma adjustments may be in addition to (but not duplicative of) addbacks to EBITDA pursuant to clause (i) of the definition thereof. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuers to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon 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 Issuers may designate.

-17-

“Fixed Charges” means, with respect to any Person for any period, the sum of:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary. In addition solely as used in the context of Guarantors, Guarantees, Collateral and Security Documents, Foreign Subsidiaries shall also include any Person that is both a Domestic Subsidiary and a Wholly Owned Subsidiary if (1) such Person is a disregarded entity for U.S. federal income tax purposes and (2) substantially all of such Person’s assets consist of the equity or indebtedness of one or more direct or indirect Foreign Subsidiaries as defined in the first sentence of this definition.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date. At any time after the Issue Date, AMLLC 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 that requires the application of GAAP for periods that include fiscal quarters ended prior to the Issuers’ election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Issuers 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)(ii), 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, substantially in the form of Exhibit A, issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f).

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

-18-

(2) 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,

which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“Grantors” means the Issuers and the Guarantors.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuers’ Obligations under this Indenture, the Notes and the Security Documents.

“Guarantor” means each Subsidiary of AMLLC that executes this Indenture as a Guarantor on the Issue Date and each other Subsidiary of AMLLC that thereafter guarantees the Notes in accordance with the terms of this Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate, currency, commodity or equity risks either generally or under specific contingencies.

“holder” means, with reference to any Indebtedness or other Obligations, any holder or lender of, or trustee or collateral agent or other authorized representative with respect to, such Indebtedness or Obligations, and, in the case of Hedging Obligations, any counter-party to such Hedging Obligations.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“Immaterial Subsidiary” means, at any date of determination, any Restricted Subsidiary (1) whose total assets (when combined with the assets of such Restricted Subsidiary’s Restricted Subsidiaries, after eliminating intercompany obligations) at the last day of the most recently ended four fiscal quarter period for which financial statements have been delivered on or prior to such determination date were less than 2% of the Total Assets of AMLLC and the Restricted Subsidiaries at such date and (2) whose gross revenues (when combined with the revenues of such Restricted Subsidiary’s Restricted Subsidiaries, after eliminating intercompany obligations) for such period were less than 2% of the consolidated gross revenues of AMLLC and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP.

-19-

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until, after 30 days of becoming due and payable, has not been paid and such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP;

(d) representing any Hedging Obligations; or

(e) obligations under a Receivables Facility;

if and to the extent that any of the foregoing Indebtedness in clauses (a) through (d) (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided that Indebtedness of any Parent Entity appearing upon the balance sheet of AMLLC solely by reason of push-down accounting under GAAP shall be excluded;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include Contingent Obligations incurred in the ordinary course of business.

“Indenture” means this Indenture, as amended, supplemented or otherwise modified from time to time.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuers, qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” has the meaning set forth in the recitals hereto.

-20-

“Initial Purchasers” means Deutsche Bank Securities Inc., UBS Securities LLC and Barclays Capital Inc.

“Intercreditor Agreement” means the intercreditor agreement dated as of the Issue Date among the Bank Collateral Agent, the Notes Collateral Agent, the Issuers and each Guarantor, as it may be amended, supplemented, restated, replaced or otherwise modified from time to time.

“interest” with respect to the Notes means interest with respect thereto and “Additional Interest,” if any.

“Interest Payment Date” means May 1 and November 1 of each year to stated maturity.

“Investment Grade Rating” means (1) a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB (or the equivalent) by S&P or (2) a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB (or the equivalent) by S&P and an equivalent rating by any other Rating Agency.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of AMLLC in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07:

(1) “Investments” shall include the portion (proportionate to the Issuers’ equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of an Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuers shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Issuers’ “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to the Issuers’ equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of AMLLC.

The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by an Issuer or a Restricted Subsidiary in respect of such Investment.

-21-

“Investors” means Hellman & Friedman LLC and each of its Affiliates and any funds, partnerships or other investment vehicles managed or controlled by it or its Affiliates, but not including, however, any portfolio companies of any of the foregoing.

“Issue Date” means October 13, 2010.

“Issuers” means (a) prior to the consummation of the Mergers, Merger Sub and the Co-Issuer and not any of their respective Affiliates and (b) from and after the consummation of the Mergers, AMLLC and the Co-Issuer and not any of their respective Affiliates.

“Issuer Order” means a written request or order signed on behalf of the Issuers by an Officer of the Issuers, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of such Issuer, and delivered to the Trustee.

“Junior Lien Priority” means relative to specified Indebtedness, having a junior Lien priority on specified Collateral and either subject to the Intercreditor Agreement on a basis that is no more favorable than the provisions applicable to the holders of Lenders Debt (in the case of Notes Collateral) or subject to intercreditor agreements providing holders of Indebtedness with Junior Lien Priority at least the same rights and obligations as the holders of Lenders Debt (in the case of the Notes Collateral) have pursuant to the Intercreditor Agreement as to the specified Collateral.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

“Lenders Debt” means any (1) Indebtedness outstanding from time to time under the Senior Credit Agreement, (2) any Indebtedness which has a priority security interest relative to the Notes in the ABL Collateral (subject to Permitted Liens), (3) all Obligations with respect to such Indebtedness and any Hedging Obligations incurred with any Bank Lender (or its Affiliates) and (4) all Bank Products incurred with any Bank Lender (or its Affiliates).

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Mergers” means, collectively, the following: (1) the merger of Carey Acquisition Corp. with and into AMH Holdings II, Inc. and (2) the following mergers: (a) the merger of Associated Materials Holdings, LLC with and into AMH Holdings, LLC, with AMH Holdings, LLC surviving such merger, (b) the merger of AMH Holdings, LLC with and into AMH Holdings II, Inc., with AMH Holdings II, Inc. surviving such merger, and (c) the merger of AMH Holdings II, Inc. with and into Associated Materials, LLC, with Associated Materials, LLC surviving such merger. The Mergers will occur substantially simultaneously on the Issue Date.

“Merger Sub” has the meaning set forth in the preamble hereto.

-22-

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) attributable to such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock (other than Disqualified Stock) dividends.

“Net Proceeds” means the aggregate cash proceeds received by an Issuer or any of the Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of Section 4.10(I)(a) or clause (i) of Section 4.10(II)(a)) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by an Issuer or any of the Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by an Issuer or any of the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes and Exchange Notes that may be issued.

“Notes Collateral” means “Notes Priority Collateral” as defined in the Intercreditor Agreement.

“Notes Collateral Agent” means Wells Fargo Bank, National Association, a national banking association, in its capacity as the notes collateral agent appointed and authorized under this Indenture, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Notes Documents” means the Indenture, the Notes, the Security Documents and the Intercreditor Agreement.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum, dated October 1, 2010, relating to the sale of the Initial Notes.

-23-

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, the Controller or the Secretary of the Issuers or any other Person, as the case may be.

“Officer’s Certificate” means a certificate signed on behalf of AMLLC by an Officer of the Issuers or on behalf of any other Person, as the case may be, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of AMLLC or such other Person that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuers or the Trustee.

“Other Pari Passu Lien Obligations” means any Indebtedness or other Obligations (including Hedging Obligations) having Pari Passu Lien Priority relative to the Notes with respect to the Collateral and is not secured by any other assets and, in the case of Indebtedness for borrowed money, has a stated maturity that is equal to or longer than the Notes; provided that an authorized representative of the holders of such Indebtedness shall have executed a joinder to the Security Documents and the Intercreditor Agreement.

“Parent” means the direct parent company of AMLLC.

“Parent Entity” means Parent and any Person that is a direct or indirect parent of AMLLC.

“Pari Passu Lien Priority” means, relative to specified Indebtedness, having equal Lien priority on specified Collateral and either subject to the Intercreditor Agreement on a substantially identical basis as the holders of such specified Indebtedness or subject to intercreditor agreements providing holders of the Indebtedness intended to have Pari Passu Lien Priority with substantially the same rights and obligations that the holders of such specified Indebtedness have pursuant to the Intercreditor Agreement as to the specified Collateral.

“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 Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuers or any of the Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 4.10.

“Permitted Holders” means (1) each of the Investors and members of management of AMLLC (or any Parent Entity) who are holders of Equity Interests of AMLLC (or any Parent Entity) on the Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of AMLLC or any Parent Entity or (2) any Permitted Parent. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

-24-

“Permitted Investments” means:

(1) any Investment in an Issuer or any of the Restricted Subsidiaries;

(2) any Investment in cash or Cash Equivalents;

(3) any Investment by an Issuer or any of the Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged, amalgamated or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, an 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, amalgamation, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date to the extent described in the Offering Memorandum, or an Investment consisting of any extension, modification or renewal of any such Investment existing on the Issue Date or binding commitment in effect on the Issue Date to the extent described in the Offering Memorandum; provided that the amount of any such Investment may be increased in such extension, modification or renewal only (a) as required by the terms of such Investment or binding commitment as in existence on the Issue Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (b) as otherwise permitted under this Indenture;

(6) any Investment acquired by an Issuer or any of the Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by an Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Issuers of such other Investment or accounts receivable;

(b) in satisfaction of judgments against other Persons; or

(c) as a result of a foreclosure by an Issuer or any of the Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (10) of Section 4.09(b);

(8) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed the greater of 3.0% of Total Assets and $50,000,000 at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

-25-

(9) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of AMLLC or any Parent Entity; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a);

(10) guarantees of Indebtedness permitted under Section 4.09;

(11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) (except transactions described in clauses (2), (5) and (9) of Section 4.11(b));

(12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(13) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of 3.75% of Total Assets and $65,000,000 at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(14) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Issuers are necessary or advisable to effect any Receivables Facility or any repurchase obligation in connection therewith;

(15) advances to, or guarantees of Indebtedness of, employees not in excess of $15,000,000 outstanding at any one time, in the aggregate;

(16) loans and advances to officers, directors and employees for business related travel expenses, moving expenses and other similar expenses or payroll advances, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of AMLLC or any Parent Entity;

(17) advances, loans or extensions of trade credit in the ordinary course of business by an Issuer or any of the Restricted Subsidiaries;

(18) Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business;

(19) repurchases of Notes; and

(20) Investments in the ordinary course of business consisting of Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices.

-26-

“Permitted Liens” means, with respect to any Person:

(1) pledges, deposits or security by such Person under workmen’s compensation laws, unemployment insurance, employers’ health tax, and other social security laws or similar legislation or other insurance related obligations (including, but not limited to, in respect of deductibles, self insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety, stay, customs or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, performance and return-of-money bonds and other similar obligations (including letters of credit issued in lieu of any such bonds or to support the issuance thereof and including those to secure health, safety and environmental obligations), in each case incurred in the ordinary course of business;

(2) Liens imposed by law or regulation, such as landlords’, carriers’, warehousemen’s and mechanics’, materialmen’s and repairmen’s, contractors’, supplier of materials, architects’, and other like Liens, in each case for sums not yet overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or not yet payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of the issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptances and completion guarantees provided for, in each case issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, drains, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building code or other restrictions (including minor defects and irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4), (12)(b), (18) or (23) of Section 4.09(b); provided that (a) Liens securing Indebtedness permitted to be incurred pursuant to such clause (4) extend only to the assets purchased with the proceeds of such Indebtedness and the proceeds and products thereof; (b) Liens securing Indebtedness permitted to be incurred pursuant to such clause (18) extend only to the assets of Foreign Subsidiaries; and (c) Liens securing Indebtedness permitted to be incurred pursuant to such clause (23) are solely on acquired property or extend only to the assets of the acquired entity, as the case may be, and the proceeds and products thereof; provided, further, that to the extent any Liens cover the Notes Collateral, this clause (6) shall be available to permit such Liens only to the extent that such Liens secure Other Pari Passu Lien Obligations;

-27-

(7) Liens existing on the Issue Date or pursuant to agreements in existence on the Issue Date;

(8) Liens on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by an Issuer or any of the Restricted Subsidiaries (other than after-acquired property that is (a) affixed or incorporated into the property covered by such Lien, (b) after-acquired property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (c) the proceeds and products thereof);

(9) Liens on property or other assets at the time an Issuer or a Restricted Subsidiary acquired the property or such other assets, including any acquisition by means of a merger, amalgamation or consolidation with or into an Issuer or any of the Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger, amalgamation or consolidation; provided, further, however, that the Liens may not extend to any other property owned by an Issuer or any of the Restricted Subsidiaries;

(10) Liens securing Obligations relating to any Indebtedness or other obligations of a Restricted Subsidiary owing to an Issuer or a Guarantor permitted to be incurred in accordance with Section 4.09;

(11) Liens securing Hedging Obligations; provided that with respect to Hedging Obligations relating to Indebtedness, such Indebtedness is permitted under this Indenture;

(12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or trade letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses (including of intellectual property) granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuers or any of the Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code (or equivalent statute, including the Personal Property Security Act) financing statement filings regarding operating leases or consignments entered into by the Issuers and the Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of an Issuer or any Guarantor;

-28-

(16) Liens on vehicles or equipment of an Issuer or any of the Restricted Subsidiaries granted in the ordinary course of business;

(17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(18) Liens to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9) and (41); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus accessions, additions and improvements on such property, including after-acquired property that is (i) affixed or incorporated into the property covered by such Lien, (ii) after-acquired property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds and products thereof) and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), (9) and (41) at the time the original Lien became a Permitted Lien under this Indenture, and (y) an amount necessary to pay any fees and expenses, including premiums and accrued and unpaid interest, related to such modification, refinancing, refunding, extension, renewal or replacement;

(19) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers;

(20) other Liens securing obligations which obligations do not exceed the greater of $20,000,000 and 1.5% of Total Assets at any one time outstanding, with the amount determined on the dates of incurrence of such obligations;

(21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under Section 6.01(a) so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(22) 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 in the ordinary course of business;

(23) Liens (a) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (b) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (c) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

-29-

(25) 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;

(26) Liens that are contractual rights of set-off (a) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts of an Issuer or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuers and the Restricted Subsidiaries or (c) relating to purchase orders and other agreements entered into with customers of an Issuer or any of the Restricted Subsidiaries in the ordinary course of business;

(27) Liens securing Obligations permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of this Indenture to be incurred pursuant to clause (1) of Section 4.09(b);

(28) [Reserved];

(29) Liens securing Obligations owed by an Issuer or any Restricted Subsidiary to any lender, agent or arranger under the Credit Facilities or any Affiliate of such a lender, agent or arranger in respect of any Hedging Obligations or Bank Products;

(30) 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;

(31) Liens solely on any cash earnest money deposits made by an Issuer or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted;

(32) Liens on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary;

(33) Liens arising out of conditional sale, title retention, consignment or similar arrangements with vendors for the sale or purchase of goods entered into by any Issuer or any Restricted Subsidiary in the ordinary course of business;

(34) ground leases or subleases, licenses or sublicenses in respect of real property on which facilities owned or leased by any Issuer or any of its Subsidiaries are located;

(35) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(36) the reservations, limitations, provisos and conditions expressed in any original grants of real or immoveable property, which do not materially impair the use of the affected land for the purpose used or intended to be used by that Person;

(37) any Lien resulting from the deposit of cash or securities in connection with the performance of a bid, tender, sale or contract (excluding the borrowing of money) entered into in the ordinary course of business or deposits of cash or securities in order to secure appeal bonds or bonds required in respect of judicial proceedings;

-30-

(38) any Lien in favor of a lessor or licensor for rent to become due or for other obligations or acts, the payment or performance of which is required under any lease as a condition to the continuance of such lease;

(39) Liens arising solely from precautionary UCC or Personal Property Security Act financing statements or similar filings;

(40) Liens on the Collateral in favor of any collateral agent relating to such collateral agent’s administrative expenses with respect to the Collateral; and

(41) Liens securing any Other Pari Passu Lien Obligations incurred pursuant to Section 4.09(a); provided, however, that, at the time of incurrence of such Other Pari Passu Lien Obligations under this clause (41) and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 5.5 to 1.0;

(42) Liens on the assets of non-Guarantor Subsidiaries securing Indebtedness of such Subsidiaries that was permitted by this Indenture to be incurred;

(43) all rights of expropriation, access or use or other similar right conferred by or reserved by any federal, state or municipal authority or agency;

(44) any agreements with any governmental authority or utility that do not, in the aggregate, have a materially adverse effect on the use or value of real property and improvements thereon in the judgment of the management of AMLLC;

(45) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted under this Indenture to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 4.10, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; and

(46) agreements to subordinate any interest of any Issuer or any Restricted Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by any Issuer or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business.

For purposes of determining compliance with this definition, (A) Lien need not be incurred solely by reference to one category of permitted Liens described in this definition but are permitted to be incurred in part under any combination thereof and of any other available exemption and (B) in the event that Lien (or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens, AMLLC shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“Permitted Parent” means any Parent Entity formed not in connection with, or in contemplation of, a transaction (other than the Transactions) that, assuming such Parent Entity was not a Parent Entity, would constitute a Change of Control.

-31-

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Personal Property Security Act” means the Personal Property Security Act (Ontario) and the legislation of other provinces or territories in Canada relating to security in personal property generally, including accounts receivable, as adopted by and in effect from time to time in such provinces or territories in Canada, as applicable.

“Pledge Agreement” means the Pledge Agreement dated as of the Issue Date, among the Issuers, the Guarantors and Wells Fargo Bank, National Association, as Notes Collateral Agent, as it may be amended, modified or supplemented from time to time.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuers in good faith.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuers which shall be substituted for Moody’s or S&P or both, as the case may be.

“Real Estate Asset” means at the time of determination, any fee interest of any Issuer or Guarantor in owned real property; provided that such asset has a fair market value in excess of $5,000,000.

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to an Issuer or any of the Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuers or any of the Restricted Subsidiaries sells its accounts receivable to either (1) a Person that is not a Restricted Subsidiary or (2) a Restricted Subsidiary or Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

-32-

“Record Date” for the interest, if any, payable on any applicable Interest Payment Date means February 15 or August 15 (whether or not a Business Day) next preceding such Interest Payment Date.

“Redemption Bridge Loans” means subordinated promissory notes, in an aggregate principal amount not to exceed $5,000,000, delivered by AMLLC to certain of the Investors, which promissory notes shall have a maturity date of no more than 90 days after the Issue Date.

“Registration Rights Agreement” means the registration rights agreement related to the Notes dated as of the Issue Date among the Issuers, the Guarantors and the Initial Purchasers and with respect to any Additional Notes, one or more registration rights agreements among the Issuers, the Guarantors and the other parties thereto, as such agreements may be amended, modified or supplemented from time to time, relating to rights given by the Issuers to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“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 applicable.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A 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 A bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note 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 Notes initially sold in reliance on Rule 903.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii).

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by an Issuer or a Restricted Subsidiary in exchange for assets transferred by an Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Related Person” means, with respect to any specified Person, such Person’s Affiliates and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Permitted Affiliates.

“Responsible Officer” means, when used with respect to the Trustee or Notes Collateral Agent, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust 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.

-33-

“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” means, at any time, any direct or indirect Subsidiary of AMLLC (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary or an Issuer; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“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, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by an Issuer or any of the Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuers or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of an Issuer or any of the Restricted Subsidiaries secured by a Lien.

“Secured Parties” means the Holders, the Trustee, the Notes Collateral Agent and the beneficiaries of each indemnification obligation undertaken by the Issuers or any Guarantors under the Indenture, the Notes or the Security Documents and the successors and assigns of each of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Security Agreement” means the Notes Security Agreement, dated as of the Issue Date, among Issuers, the Guarantors and Wells Fargo Bank, National Association, as Notes Collateral Agent, as it may be amended, supplemented or otherwise modified from time to time.

-34-

“Security Documents” means the security agreements, pledge agreements, mortgages, deeds of trust, collateral assignments and related agreements, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time, creating the security interests in any assets or property in favor of the Notes Collateral Agent for the benefit of the Secured Parties as contemplated by this Indenture, including without limitation, the Pledge Agreement and the Security Agreement.

“Senior Credit Agreement” means the Credit Facility under the credit agreement to be entered into as of the Issue Date by and among AMLLC, the lenders party thereto in their capacities as lenders thereunder and UBS AG, Stamford Branch, as Administrative Agent, and the other agents and other parties thereto, including any related notes, letters of credit, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any appendices, exhibits, annexes or schedules to any of the foregoing (as the same may be in effect from time to time) and any amendments, supplements, modifications, extensions, renewals, restatements, refundings, exchanges or refinancings thereof (whether with the original agents and lenders or other agents or lenders or otherwise, and whether provided under the original credit agreement or other credit agreements or otherwise) and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund, exchange or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding, exchange or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09).

“Senior Indebtedness” means:

(1) all Indebtedness of an Issuer or any Guarantor outstanding under the Senior Credit Agreement or Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of an Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of an Issuer or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all Hedging Obligations (and guarantees thereof) owing to a Bank Lender or any of its Affiliates (or any Person that was a Bank Lender or an Affiliate of such Bank Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into); provided that such Hedging Obligations are permitted to be incurred under the terms of this Indenture;

(3) any other Indebtedness of an Issuer or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided, however, that Senior Indebtedness shall not include:

(a) any obligation of such Person to an Issuer or any of their respective Subsidiaries;

-35-

(b) any liability for federal, state, local or other taxes owed or owing by such Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business;

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by the Issuers and the Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Subject Property” means any contract, license, lease, agreement, instrument or other document to the extent that such grant of a security interest therein is (1) prohibited by, or constitutes a breach or default under, or results in the termination of, or requires any consent not obtained under, such contract, license, lease, agreement, instrument or other document, or, in the case of any Equity Interests or other securities, any applicable shareholder or similar agreement or (2) otherwise constitutes or results in the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor under such contract, license, lease, agreement, instrument or other document, except, in each case, to the extent that applicable law or the term in such contract, license, lease, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law or purports to prohibit the granting of a security interest over all or a material portion of assets of any Grantor; provided, however, that the foregoing exclusions shall not apply to the extent that any such prohibition, default or other term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity; provided, further, that the security interest shall attach immediately to any portion of such Subject Property that does not result in any of the consequences specified above including, without limitation, any proceeds of such Subject Property.

“Subordinated Indebtedness” means, with respect to the Notes,

(1) any Indebtedness of an Issuer which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

-36-

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled to vote in the election of directors, managers or trustees thereof is at the time of determination 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, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Total Assets” means the total assets of AMLLC and the Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of AMLLC or such other Person as may be expressly stated.

“Transaction Agreement” means the Agreement and Plan of Merger, dated as of September 8, 2010, among Carey Investment Holdings Corp., Carey Intermediate Holdings Corp., Carey Acquisition Corp. and AMH Holdings II, Inc., as the same may be amended prior to the Issue Date.

“Transaction Expenses” means any fees or expenses incurred or paid by the Issuers or any Restricted Subsidiary in connection with the Transactions, including payment to officers, employees and directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase or rollover of, or modifications to, stock options.

“Transactions” means the transactions contemplated by the Transaction Agreement, the Mergers, the refinancing of certain indebtedness of Parent and the Issuers, redemption of the Existing Notes, the issuance of the Notes and borrowings under the Senior Credit Agreement as in effect on the Issue Date.

“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 such Redemption Date to November 1, 2013; provided, however, that if the period from such Redemption Date to November 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.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-77bbbb).

“Trustee” means Wells Fargo Bank, National Association, a national banking association, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

-37-

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect in the relevant jurisdiction from time to time. Unless otherwise specified, references to the Uniform Commercial Code herein refer to the New York Uniform Commercial Code.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of AMLLC which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuers, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Issuers may designate any Subsidiary of AMLLC (other than Associated Materials Finance, Inc.) (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, an Issuer or any Restricted Subsidiary (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

(1) such designation complies with Section 4.07; and

(2) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of an Issuer or any Restricted Subsidiary (other than Equity Interests in the Unrestricted Subsidiary).

The Issuers may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Issuers could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in Section 4.09(a); or

(2) the Fixed Charge Coverage Ratio for the Issuers and the Restricted Subsidiaries would be greater than such ratio for the Issuers and the Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.

Any such designation by the Issuers shall be notified by the Issuers to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of AMLLC or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

-38-

“U.S. Person” means a U.S. person as defined in Rule 902(k) 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.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary” of AMLLC means a Subsidiary of AMLLC, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by AMLLC or by one or more Wholly-Owned Subsidiaries of AMLLC.

Section 1.02 Other Definitions.

	Defined
Term	in Section
“ABL Asset Sale Offer”		4.10
“Acceptable Commitment”		4.10
“Additional Assets”		4.10
“Affiliate Transaction”		4.11
“Application Period”		4.10
“Asset Sale Offer”		4.10
“Authentication Order”		2.02
“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
“incur”		4.09
“Legal Defeasance”		8.02
“Non-ABL Collateral”		4.10
“Note Register”		2.03
“Offer Amount”		3.09
“Offer Period”		3.09
“Pari Passu Indebtedness”		4.10
“Paying Agent”		2.03
“Purchase Date”		3.09
“Redemption Date”		3.07

-39-

	Defined
Term	in Section
“Refinancing Indebtedness”		4.09
“Refunding Capital Stock”		4.07
“Registrar”		2.03
“Restricted Payments”		4.07
“Reversion Date”		4.16
“Second Commitment”		4.10
“Subject Lien”		4.12
“Successor Company”		5.01
“Successor Person”		5.01
“Suspended Covenants”		4.16
“Suspension Period”		4.16
“Treasury Capital Stock”		4.07

Section 1.03 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act 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; and

“obligor” on the Notes and the Guarantees means the Issuers and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them.

Section 1.04 Rules of Construction.

Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c) “or” is not exclusive;

(d) words in the singular include the plural, and in the plural include the singular;

-40-

(e) “will” shall be interpreted to express a command;

(f) provisions apply to successive events and transactions;

(g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(h) unless the context otherwise requires, any reference to an “Article,” “Section,” “clause” or “Exhibit” refers to an Article, Section, clause or Exhibit, as the case may be, of this Indenture; and

(i) 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.

Section 1.05 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuers. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section 1.05.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

(e) The Issuers may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuers prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

-41-

(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

(g) Without limiting the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

(h) The Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

ARTICLE 2

THE NOTES

Section 2.01 Form and Dating; Terms.

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall 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.

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of 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 applicable, 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 shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06.

-42-

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with 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 Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of:

(i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream 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 shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b)); and

(ii) an Officer’s Certificate from the Issuers.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall 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 shall 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 Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, 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.

The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Sale Offer as provided in Section 4.10 or a Change of Control Offer as provided in Section 4.14. The Notes shall not be redeemable, other than as provided in Article 3.

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.09.

(e) 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 shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.

-43-

Section 2.02 Execution and Authentication.

At least one Officer shall execute the Notes on behalf of each of the Issuers by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder.

The Trustee may appoint an authenticating agent acceptable to the Issuers 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 Issuers.

Section 2.03 Registrar and Paying Agent.

The Issuers shall 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 shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuers 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 Issuers may change any Paying Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. Either Issuer or any of AMLLC’s Subsidiaries may act as Paying Agent or Registrar.

The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Issuers initially appoint the Trustee to act as the Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.

-44-

Section 2.04 Paying Agent to Hold Money in Trust.

The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Additional Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers 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 Issuers 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 Issuers or a Subsidiary of AMLLC) shall have no further liability for the money. If an Issuer or a Subsidiary of AMLLC acts as Paying Agent, it shall 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 Issuers, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

The Trustee shall 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 and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least two 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 and the Issuers shall otherwise comply with Trust Indenture Act Section 312(a).

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 be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 120 days or (ii) there shall have occurred and be continuing a Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein 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). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10. 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, 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 preceding events in (i) or (ii) above and pursuant to Section 2.06(c). 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).

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall 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 shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) 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 described in this Section 2.06(b)(i).

-45-

(ii) 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)(i), the transferor of such beneficial interest must deliver to the Registrar either (A) (1) 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 (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) 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 (2) 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. Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.06(f), the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. 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).

(iii) 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)(ii) 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 in the form of Exhibit B, including the certifications in item (1) thereof; or

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications in item (2) thereof.

-46-

(iv) 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)(ii) and:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of an Issuer;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) 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, including the certifications in item (1)(a) thereof; or

(2) 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 in the form of Exhibit B, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), 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 (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, 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 (B) or (D) above.

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.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

-47-

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. 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 paragraph (i) or (ii) of Section 2.06(a) 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, including the certifications in item (2)(a) thereof;

(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, 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, 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, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to an Issuer or any of the Restricted Subsidiaries, a certificate substantially in the form of Exhibit B, 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, 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), and the Issuers shall execute and the Trustee shall, upon receipt of an Authentication Order, authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable 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 mail 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)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C), 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) of 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.

-48-

(iii) 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 subsection (i) or (ii) of Section 2.06(a) and if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of an Issuer;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) 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, including the certifications in item (1)(b) thereof; or

(2) 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, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), 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.

(iv) 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 subsection (i) or (ii) of Section 2.06(a) and satisfaction of the conditions set forth in Section 2.06(b)(ii), the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h), and the Issuers shall execute and the Trustee shall, upon receipt of an Authentication Order, authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) 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 or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail 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)(iv) shall not bear the Private Placement Legend.

-49-

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i) 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 Note 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, including the certifications in item (2)(b) thereof;

(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, 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, 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, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to an Issuer or any of the Restricted Subsidiaries, a certificate substantially in the form of Exhibit B, 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, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

(ii) 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 exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of an Issuer;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

-50-

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) 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, including the certifications in item (1)(c) thereof; or

(2) 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, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), 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.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii) 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 shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(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 shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall 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 shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i) 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 a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B, including the certifications in item (1) thereof;

-51-

(B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B, including the certifications in item (2) thereof; or

(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 in the form of Exhibit B, including the certifications required by item (3) thereof, if applicable.

(ii) 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 exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of an Issuer;

(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) 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, including the certifications in item (1)(d) thereof; or

(2) 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, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), 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.

-52-

(iii) 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 Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate (i) 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 tendered for acceptance by Persons that certify in the applicable letters of transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of an Issuer, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of an Issuer, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall, upon receipt of an Authentication Order, authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.

(g) Legends. The following legends shall 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:

(i) 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 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,

-53-

(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 ISSUERS 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 ISSUERS 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 THIS SECURITY OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CERTIFY TO THE TRUSTEE THE MANNER OF SUCH TRANSFER. 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 subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

-54-

(ii) Global Note Legend. Each Global Note shall 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 (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. 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 ISSUERS OR THEIR 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.”

(iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall 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 canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11. 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 shall be reduced accordingly and an endorsement shall 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 shall be increased accordingly and an endorsement shall 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.

(i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request.

-55-

(ii) No service charge shall 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 Issuers 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 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05).

(iii) Neither the Registrar nor the Issuers shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, 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.

(v) The Issuers shall not 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 any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer, an Asset Sale Offer or other tender offer, in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers 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 premium, if any) and interest (including Additional Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

(vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02, the Issuers shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02.

(ix) 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.

Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuers and the Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers may charge for their expenses in replacing a Note.

-56-

Every replacement Note is a contractual obligation of the Issuers and shall 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 by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09, a Note does not cease to be outstanding because an Issuer or an Affiliate of an Issuer holds the Note.

If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuers, a Subsidiary of AMLLC 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 shall be deemed to be no longer outstanding and shall 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 an Issuer, or by any Affiliate of an Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not an Issuer or any obligor upon the Notes or any Affiliate of an Issuer or of such other obligor.

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall, upon receipt of an Authentication Order, authenticate definitive Notes in exchange for temporary Notes.

-57-

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

Section 2.11 Cancellation.

The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuers. The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

If the Issuers default in a payment of interest on the Notes, they shall 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. The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuers of such special record date. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13 CUSIP Numbers.

The Issuers in issuing the Notes may use CUSIP numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that 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 that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will as promptly as practicable notify the Trustee of any change in the CUSIP numbers.

-58-

Section 2.14 Global Notes.

Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

ARTICLE 3

REDEMPTION

Section 3.01 Notices to Trustee.

If the Issuers elect to redeem Notes pursuant to Section 3.07, they shall furnish to the Trustee, at least 5 Business Days (or such shorter time period as the Trustee may agree) before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 but not more than 60 days before a redemption date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of the Notes to be redeemed and (iv) 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 shall select the Notes to be redeemed or purchased (i) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (ii) on a pro rata basis or (iii) to the extent that selection on a pro rata basis is not practicable by lot or such other similar method in accordance with the procedures of the Depositary. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee shall promptly notify the Issuers 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. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000 in excess thereof; no Notes of $2,000 or less can be redeemed or repurchased in part, 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, even if not a multiple of $1,000, 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.

Section 3.03 Notice of Redemption.

Subject to Section 3.09, the Issuers shall deliver electronically or mail or cause to be mailed by first-class mail, postage prepaid, notices of redemption at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address or otherwise in accordance with the procedures of the Depositary, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 12. Except as set forth in Section 3.07, notices of redemption may not be conditional.

-59-

The notice shall identify the Notes to be redeemed and shall state:

(a) the redemption date;

(b) the redemption price;

(c) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in a principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;

(d) the name and address of the Paying Agent;

(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f) whether such redemption is conditioned on the happening of a future event;

(g) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(h) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(i) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes; and

(j) if in connection with a redemption pursuant to Section 3.07, any condition to such redemption.

Notes called for redemption become due on the date fixed for redemption unless such redemption is conditioned on the happening of a future event. At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ name and at their expense; provided that the Issuers shall have delivered to the Trustee, at least 5 Business Days (or such shorter period as the Trustee may agree) before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is delivered or mailed in accordance with Section 3.03, Notes called for redemption become irrevocably due and payable on the redemption date, unless such redemption is conditioned on the happening of a future event at the redemption price. The notice, if delivered or mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.

-60-

Section 3.05 Deposit of Redemption or Purchase Price.

Prior to noon (New York City time) on the redemption or purchase date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased.

If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall 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 a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date 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 shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuers 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 accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01.

Section 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Issuers shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

Section 3.07 Optional Redemption.

(a) At any time prior to November 1, 2013, the Issuers may redeem all or a part of the Notes, upon notice as described under Section 3.03, 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, if any, to, but excluding the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(b) On and after November 1, 2013, the Issuers may redeem the Notes, in whole or in part, upon notice as described under Section 3.03, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated below:

Year	Percentage
2013		106.844	%
2014		104.563	%
2015		102.281	%
2016 and thereafter		100.000	%

-61-

(c) Prior to November 1, 2013, the Issuers may, at their option, upon notice as described under Section 3.03, on one or more occasions, redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 109.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to AMLLC; provided that (a) at least 50% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) that each such redemption occurs within 120 days of the date of closing of each such Equity Offering.

(d) During any 12-month period prior to November 1, 2013, the Issuers will be entitled to redeem up to 10% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price equal to 103.000% of the aggregate principal amount thereof, plus accrued interest thereon, if any, to the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(e) Notice of any redemption upon any Equity Offering or in connection with a transaction (or series of related transactions) that constitute a Change of Control may, at the Issuers’ discretion, be given prior to the completion thereof and be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or Change of Control.

(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Section 3.08 Mandatory Redemption.

The Issuers shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09 Offers to Repurchase by Application of Excess Proceeds or Excess ABL Proceeds.

(a) In the event that, pursuant to Section 4.10, the Issuers shall be required to commence an Asset Sale Offer or an ABL Asset Sale Offer, they shall follow the procedures specified below.

(b) The Asset Sale Offer or an ABL Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, 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 Issuers shall apply all Excess Proceeds or Excess ABL Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Other Pari Passu Lien Obligations (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Other Pari Passu Lien Obligations tendered in response to the Asset Sale Offer or ABL Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

(c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall 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 shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer or ABL Asset Sale Offer.

-62-

(d) Upon the commencement of an Asset Sale Offer or ABL Asset Sale Offer, the Issuers shall send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or ABL Asset Sale Offer. The Asset Sale Offer or ABL Asset Sale Offer shall be made to all Holders and holders of Other Pari Passu Lien Obligations. The notice, which shall govern the terms of the Asset Sale Offer or ABL Asset Sale Offer, shall state:

(i) that the Asset Sale Offer or ABL Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 and the length of time the Asset Sale Offer or ABL Asset Sale Offer shall remain open;

(ii) the Offer Amount, the purchase price and the Purchase Date;

(iii) that any Note not tendered or accepted for payment shall continue to accrue interest;

(iv) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer or ABL Asset Sale Offer shall cease to accrue interest after the Purchase Date;

(v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in amounts of $2,000 or whole multiples of $1,000 in excess thereof only;

(vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer or ABL Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuers, the Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(vii) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, 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;

(viii) that, if the aggregate principal amount of Notes and Other Pari Passu Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Issuers shall select the Notes and such Other Pari Passu Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Other Pari Passu Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples of $1,000 in excess thereof, shall be purchased; provided that no Notes of $2,000 or less can be redeemed in part, 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, even if not a multiple of $1,000, shall be redeemed or purchased); and

(ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

-63-

(e) On or before the Purchase Date, the Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer or ABL Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.

(f) The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new 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 Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer or ABL Asset Sale Offer on or as soon as practicable after the Purchase Date.

Other than as specifically provided in this Section 3.09 or Section 4.10, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06.

ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes.

The Issuers shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary, holds as of noon Eastern Time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Issuers will pay Additional Interest, if any, in the same manner and on the dates and in the amounts set forth in the Registration Rights Agreement.

The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

The Issuers shall maintain an office or agency (which may be an 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 Issuers in respect of the Notes and this Indenture may be served. The Issuers shall 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 Issuers shall fail to maintain any such required office or agency or shall fail 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.

-64-

The Issuers 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 such designations; provided that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain an office or agency for such purposes. The Issuers shall 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 Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03.

Section 4.03 Reports and Other Information.

(a) Whether or not required by the rules and regulations of the SEC, AMLLC shall file the following information with the SEC from and after the Issue Date and as long as any Notes are outstanding:

(i) within 90 days after the end of each fiscal year (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of an annual report on Form 10-K by a non-accelerated filer), annual reports on Form 10-K, or any successor or comparable form;

(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a quarterly report on Form 10-Q by a non-accelerated filer), quarterly reports on Form 10-Q or any successor or comparable form; and

(iii) promptly from time to time after the occurrence of an event required to be therein reported, current reports on Form 8-K or any successor or comparable form;

in each case, in a manner that complies in all material respects with the requirements specified in such form or any successor or comparable form. If not otherwise available on the SEC’s EDGAR system or any successor system, AMLLC shall make such information available to the Trustee and Holders of the Notes (without exhibits) within 15 days after it files such information with the SEC, without cost to any Holder.

(b) Notwithstanding the foregoing, AMLLC shall not be obligated to file such reports with the SEC prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement required pursuant to the Registration Rights Agreement or if the SEC does not permit such filing, in which event AMLLC shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes in each case within the time AMLLC would be required to file such information with the SEC if it were a non-accelerated filer. In addition, to the extent not satisfied by the foregoing, AMLLC shall agree that, for so long as any Notes are outstanding, it shall furnish to Holders and to any prospective investor that certifies it is a Qualified Institutional Buyer (as defined in the Securities Act), upon request and if not previously provided, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

-65-

(c) Parent may satisfy the obligations of AMLLC set forth above; provided that (i) the information filed with the SEC or delivered to Holders pursuant to this Section 4.03 should include consolidated financial statements for Parent, AMLLC and its Subsidiaries, (ii) Parent becomes a Guarantor and (iii) Parent is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of AMLLC.

(d) The requirements of clauses (a) and (b) of this Section 4.03 shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement required pursuant to the Registration Rights Agreement by (i) filing with the SEC the exchange offer registration statement or the shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act or (ii) (a) with respect to clause (i) of Section 4.03(a), providing the information required under Items 6, 7, 7A and 8 of Form 10-K (as in effect on the Issue Date) on a freely accessible page of AMLLC’s website within the time period specified in clause (i) of Section 4.03(a), (b) with respect to clause (ii) of Section 4.03(a), providing the information required under Items 1, 2 and 3 of Form 10-Q (as in effect on the Issue Date) on a freely accessible page of AMLLC’s website within the time periods specified in clause (ii) of Section 4.03(a) and (c) with respect to clause (iii) of Section 4.03(a), providing the information required under the following items of Form 8-K (as in effect on the Issue Date) on a freely accessible page of AMLLC’s website within the later of six Business Days after the occurrence of the specified event or such longer timeframe that would have been required for a current report on Form 8-K: Items 1.01 (Entry into a Material Definitive Agreement), 1.02 (Termination of a Material Definitive Agreement), 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets), 2.03 (Creation of a direct financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), 2.06 (Material Impairment), 4.01 (Changes in Registrant’s Certifying Accountants), 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review), 5.01 (Changes in Control of Registrant), 5.02(a), (b), (c) and (d) (Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensation Arrangements of Certain Officers) (other than any information relating to compensation arrangements with any directors or officers) and 9.01(a) (Financial Statements and Exhibits but only with respect to historical financial statements relating to transactions required to be reported pursuant to Item 2.01). Notwithstanding the foregoing, prior to the commencement of the exchange offer or effectiveness of the shelf registration statement required pursuant to the Registration Rights Agreement, (A) in no event shall separate financial statements of any Guarantor or a consolidating footnote contemplated by Rule 3-10 of Regulation S-X of the Securities Act be required to be filed with the SEC or published on AMLLC’s website or otherwise delivered to the Trustee or Holders of such form and (B) no “current report” shall be required to be furnished if the Issuers determine in their good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of the Issuers and the Restricted Subsidiaries, taken as a whole. In addition, prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement required pursuant to the Registration Rights Agreement, AMLLC shall not (nor shall the Co-Issuer or any Guarantor) be required to provide the information that would otherwise be required by Section 302 and 404 of the Sarbanes-Oxley Act of 2002 and Items 307, 308 or 308T of Regulation S-K in connection with any information provided under this Section 4.03.

(e) Delivery of such information and documents to the Trustee under this 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 Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

-66-

Section 4.04 Compliance Certificate.

(a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuers and the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuers have kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge).

(b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuers or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuers shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event.

Section 4.05 Taxes.

The Issuers shall pay, and shall cause each of the Restricted Subsidiaries to pay, 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 Issuers and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall 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 Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Limitation on Restricted Payments.

(a) The Issuers shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of the Issuers’, or any of the Restricted Subsidiaries’, Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(A) dividends, payments or distributions by AMLLC payable solely in Equity Interests (other than Disqualified Stock) of AMLLC; or

-67-

(B) dividends, payments or distributions 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 Subsidiary, AMLLC 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;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of an Issuer or any Parent Entity, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value or give any irrevocable notice of redemption, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness of the Issuers or any Guarantor, other than:

(A) Indebtedness permitted under clauses (7) and (8) of Section 4.09(b);

(B) the purchase, repurchase or other acquisition of such Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(C) the giving of an irrevocable notice of redemption with respect to transactions described in clauses (2) or (3) of this Section 4.07; or

(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) (other than any exception thereto) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, the Issuers could incur $1.00 of additional Indebtedness under Section 4.09(a); and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuers and the Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (b) thereof only), (6)(c), (9) and (14) of Section 4.07(b), but excluding all other Restricted Payments permitted by Section 4.07(b)), is less than the sum of (without duplication):

(a) 50% of the Consolidated Net Income of AMLLC for the period (taken as one accounting period) beginning on the first day of the fiscal quarter commencing prior to the Issue Date to the end of AMLLC’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

-68-

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Board of AMLLC, of marketable securities or other property received by AMLLC since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b)) from the issue or sale of:

(i) (A) Equity Interests of AMLLC, including Treasury Capital Stock, but excluding cash proceeds and the fair market value, as determined in good faith by the Board of AMLLC, of marketable securities or other property received from the sale of:

(x) Equity Interests to any employee, director or consultant of AMLLC, any Parent Entity and AMLLC’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b); and

(y) Designated Preferred Stock, and

(B) to the extent such net cash proceeds are actually contributed to AMLLC, Equity Interests of the Parent Entities (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b)); or

(ii) debt securities of the Issuers that have been converted into or exchanged for such Equity Interests of AMLLC or a Parent Entity;

provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock, (X) Equity Interests or convertible debt securities of the Issuers sold to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Board of AMLLC, of marketable securities or other property contributed to the capital (other than Disqualified Stock) of AMLLC following the Issue Date (other than net cash proceeds to the extent such net cash proceeds (i) have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b), (ii) are contributed by a Restricted Subsidiary or (iii) constitute Excluded Contributions); plus

(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Board of AMLLC, of marketable securities or other property received by means of:

(i) the sale or other disposition (other than to the Issuers or a Restricted Subsidiary) of Restricted Investments made by the Issuers or the Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuers or the Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments made by the Issuers or the Restricted Subsidiaries, in each case, after the Issue Date; or

-69-

(ii) the sale (other than to the Issuers or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date; plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Board of AMLLC in good faith or if such fair market value exceeds $50,000,000, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than to the extent such Investment constituted a Permitted Investment.

(b) The foregoing provisions of Section 4.07(a) shall not prohibit:

(1) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration thereof or the giving of such irrevocable notice, as applicable, if at the date of declaration or the giving of such notice such payment would have complied with the provisions of this Indenture;

(2) (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of an Issuer or any Equity Interests of any Parent Entity, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of AMLLC or any Parent Entity to the extent contributed to AMLLC (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this Section 4.07(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any Parent Entity) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the redemption, defeasance, repurchase or other acquisition or retirement of (i) Subordinated Indebtedness of an Issuer or a Guarantor made by exchange for, or out of the proceeds of a sale made within 90 days of, new Indebtedness of the Issuers or a Guarantor, as the case may be, or (ii) Disqualified Stock of the Issuers or a Guarantor made by exchange for, or out of the proceeds of a sale made within 90 days of, Disqualified Stock of the Issuers or a Guarantor, that, in each case, is incurred in compliance with Section 4.09 so long as:

(a) the principal amount (or accreted value, if applicable) of such new Indebtedness or the liquidation preference of such new Disqualified Stock does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness or the liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired for value, 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 or Disqualified Stock;

-70-

(b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(c) such new Indebtedness or Disqualified Stock has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired; and

(d) such new Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired;

(4) Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of AMLLC or any Parent Entity held by any future, present or former employee, director or consultant of AMLLC, any of its Subsidiaries or any Parent Entity pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement (including, for the avoidance of doubt, any principal and interest payable on any Notes issued by the Issuers or any Parent Entity in connection with such repurchase, retirement or other acquisition), including any Equity Interests rolled over by management of the Issuers or any Parent Entity in connection with the Transactions; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $15,000,000 (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $30,000,000 in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of AMLLC and, to the extent contributed to AMLLC, the cash proceeds from the sale of Equity Interests of any Parent Entity, in each case to any future, present or former employees, directors or consultants of AMLLC, any of its Subsidiaries or any Parent Entity that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a); plus

(b) the cash proceeds of key man life insurance policies received by AMLLC or the Restricted Subsidiaries after the Issue Date; less

(c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

and provided further that cancellation of Indebtedness owing to an Issuer or any Restricted Subsidiary from any future, present or former employees, directors or consultants of AMLLC, any Parent Entity or any of the Restricted Subsidiaries in connection with a repurchase of Equity Interests of AMLLC or any Parent Entity will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;

-71-

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of AMLLC or any of the Restricted Subsidiaries or any class or series of Preferred Stock of any Restricted Subsidiary, in each case issued in accordance with Section 4.09 to the extent such dividends are included in the definition of “Fixed Charges”;

(6) (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by AMLLC or any of the Restricted Subsidiaries after the Issue Date;

(b) the declaration and payment of dividends to a Parent Entity, 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 such Parent Entity issued after the Issue Date, provided that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Issuers from the sale of such Designated Preferred Stock; or

(c) the declaration and payment of dividends 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 clause (a) and clause (c) of this clause (6), 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 Issuers and the Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

(7) [Reserved];

(8) payments made or expected to be made by the Issuers or any Restricted Subsidiary in respect of withholding or similar taxes payable upon exercise of Equity Interests by any future, present or former employee, director or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) and repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9) the declaration and payment of dividends on AMLLC’s common equity (or the payment of dividends to any Parent Entity to fund a payment of dividends on such company’s common equity), following consummation of the first public offering of an Issuer’s common equity or the common equity of any Parent Entity after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to AMLLC in or from any such public offering, other than public offerings with respect to AMLLC’s common equity registered on Form S 8 and other than any public sale constituting an Excluded Contribution;

(10) Restricted Payments in an amount equal to the amount of Excluded Contributions previously received;

(11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) not to exceed $55,000,000 at the time made;

-72-

(12) distributions or payments of Receivables Fees;

(13) any Restricted Payment made in connection with the Transactions (including redemption of the Existing Notes) and the fees and expenses related thereto or used to fund amounts owed to Affiliates, in each case to the extent permitted by Section 4.11;

(14) the repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Indebtedness in accordance with the provisions similar to those described under Section 4.10 and Section 4.14; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed, acquired or retired for value;

(15) the declaration and payment of dividends by AMLLC to, or the making of loans to, any Parent Entity in amounts required for any Parent Entity to pay, in each case without duplication,

(a) franchise and excise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(b) foreign, federal, state and local income and similar taxes, to the extent such income taxes are attributable to the income, revenue, receipts, capital or margin of the Issuers and the Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuers and the Restricted Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Issuers, the Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such Parent Entity;

(c) customary salary, bonus and other benefits payable to officers, employees and directors of any Parent Entity to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuers and the Restricted Subsidiaries, including the Issuers’ proportionate share of such amount relating to such Parent Entity being a public company;

(d) general corporate operating (including, without limitation, expenses related to auditing or other accounting matters) and overhead costs and expenses of any Parent Entity to the extent such costs and expenses are attributable to the ownership or operation of the Issuers and the Restricted Subsidiaries, including the Issuers’ proportionate share of such amount relating to such Parent Entity being a public company; and

(e) fees and expenses other than to Affiliates of the Issuers related to any unsuccessful equity or debt offering of such Parent Entity; and

(f) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Issuers or any Parent Entity;

-73-

(16) the repurchase, redemption, or other acquisition for value of Equity Interests of AMLLC deemed to occur in connection with paying cash in lieu of fractional shares of such Equity Interests in connection with a share dividend, distribution, share split, reverse share split, merger, consolidation, amalgamation or other business combination of AMLLC, in each case, permitted under this Indenture; and

(17) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuers or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11) and (17) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof.

(c) The Issuers shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuers and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) or under clause (10) or (11) of Section 4.07(b), or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) The Issuers shall not, and shall not permit any of the Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1) (A) pay dividends or make any other distributions to AMLLC or any of the Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(B) pay any Indebtedness owed to an Issuer or any of the Restricted Subsidiaries;

(2) make loans or advances to an Issuer or any of the Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to an Issuer or any of the Restricted Subsidiaries.

(b) The restrictions in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Agreement and the related documentation and related Hedging Obligations;

(2) this Indenture, the Notes and the Guarantees;

-74-

(3) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) on the property so acquired;

(4) applicable law or any applicable rule, regulation or order;

(5) any agreement or other instrument of a Person acquired by or merged or consolidated with or into an Issuer or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges with or into an Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(6) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of an Issuer pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09;

(10) customary provisions in joint venture agreements or arrangements and other similar agreements relating solely to such joint venture;

(11) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to intellectual property and other agreements, in each case entered into in the ordinary course of business;

(12) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuers or any of the Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuers or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuers or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary;

(13) any encumbrance or restriction with respect to a Guarantor or a Foreign Subsidiary or Receivables Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Issuers or any other Restricted Subsidiary other than the assets and property of such Subsidiary;

-75-

(14) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09; provided that, in the judgment of AMLLC, such incurrence will not materially impair the Issuers’ ability to make payments under the Notes when due;

(15) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Issuers, are necessary or advisable to effect such Receivables Facility; and

(16) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (15) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a) The Issuers shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuers shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuers may incur Indebtedness (including Acquired Indebtedness), AMLLC may issue shares of Disqualified Stock, and any of the Restricted Subsidiaries (other than the Co-Issuer) may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for AMLLC and the Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, 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; provided, further, that Restricted Subsidiaries (other than the Co-Issuer) that are not Guarantors may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), more than an aggregate of $25,000,000 of Indebtedness of Disqualified Stock or Preferred Stock of Restricted Subsidiaries (other than the Co-Issuer) that are not Guarantors would be outstanding pursuant to this Section 4.09(a) and clause (14) of Section 4.09(b) at such time.

(b) The provisions of Section 4.09(a) shall not apply to:

(1) the incurrence of Indebtedness under Credit Facilities by an Issuer or any of the Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount outstanding at any one time, not to exceed the greater of (x) $300,000,000 and (y) the Borrowing Base as of the date of such incurrence, in each case less the aggregate amount of Indebtedness under a Receivables Facility incurred by a Receivables Subsidiary that is a consolidated entity in accordance with GAAP;

-76-

(2) the incurrence by an Issuer and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes), including any Exchange Notes and exchange guarantees issued therefor in accordance with the Registration Rights Agreement;

(3) Indebtedness of an Issuer and the Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b));

(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by an Issuer or any of the Restricted Subsidiaries, to finance the purchase, lease, construction, installation or improvement of property (real or personal), equipment or other assets that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets; provided that the aggregate amount of Indebtedness, Disqualified Stock and Preferred Stock incurred or issued and outstanding pursuant to this clause (4), when aggregated with the outstanding amount of Indebtedness under clause (13) incurred to refinance Indebtedness initially incurred in reliance on this clause (4), does not exceed the greater of 2.0% of AMLLC’s Total Assets and $35,000,000 at any one time outstanding;

(5) Indebtedness incurred by an Issuer or any of the Restricted Subsidiaries constituting reimbursement obligations with respect to bankers’ acceptances, bank guarantees, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; provided, however, that upon the drawing of such letters of credit or the issuance of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of an Issuer or the Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earn out or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by AMLLC and the Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of an Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuers or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien (but not foreclosure thereon)) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7);

-77-

(8) Indebtedness of a Restricted Subsidiary owing to an Issuer or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor and if such Indebtedness is not in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business, such Indebtedness shall be expressly subordinated in right of payment to the Guarantee of the Notes of such Guarantor; provided, further, that any subsequent transfer of any such Indebtedness (except to an Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien (but not foreclosure thereon)) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (8);

(9) shares of Preferred Stock of a Restricted Subsidiary issued to AMLLC or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to an Issuer or another of the Restricted Subsidiaries or any pledge of such Indebtedness constituting a Permitted Lien (but not foreclosure thereon)) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (9);

(10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this Section 4.09, exchange rate risk or commodity pricing risk;

(11) obligations in respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by an Issuer or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business;

(12) (a) Indebtedness or Disqualified Stock of an Issuer and Indebtedness, Disqualified Stock or Preferred Stock of an Issuer or any Restricted Subsidiary in an aggregate principal amount or liquidation preference up to 100.0% of the net cash proceeds received by AMLLC since immediately after the Issue Date from the issue or sale of Equity Interests of AMLLC or cash contributed to the capital of AMLLC (in each case, other than Excluded Contributions or proceeds of Disqualified Stock or sales of Equity Interests to the Issuers or any of their respective Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of Section 4.07(a) to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) or to make Permitted Investments (other than Permitted Investments specified in clauses (1), (2) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of an Issuer and Indebtedness, Disqualified Stock or Preferred Stock of an Issuer or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any one time outstanding exceed $100,000,000 (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (12)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (12)(b) but shall be deemed incurred for the purposes of Section 4.09(a) from and after the first date on which the Issuers or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) without reliance on this clause (12)(b));

-78-

(13) the incurrence by an Issuer or any Restricted Subsidiary of Indebtedness or the issuance by an Issuer or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund, refinance, replace, renew, extend or defease any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 4.09(a) and clauses (2), (3), (4) and (12)(a) of this Section 4.09(b), this clause (13) and clauses (14) and (23) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund, refinance, replace, renew, extend or defease such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded, refinanced, replaced, renewed, extended or defeased,

(B) to the extent such Refinancing Indebtedness, refunds, refinances, replaces, renews, extends or defeases (i) Indebtedness subordinated or pari passu (without giving effect to security interests) to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu (without giving effect to security interests) to the same extent as the Indebtedness being refunded, refinanced, replaced, renewed, extended or defeased or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(C) shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Issuer;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of an Issuer or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and provided, further, that subclause (A) of this clause (13) will not apply to any refunding, refinancing, replacement, renewal, extension or defeasance of any Secured Indebtedness;

-79-

(14) Indebtedness, Disqualified Stock or Preferred Stock of (x) an Issuer or a Restricted Subsidiary incurred or issued to finance an acquisition or (y) Persons that are acquired by AMLLC or any Restricted Subsidiary or merged into, amalgamated with or consolidated with AMLLC or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to such acquisition, amalgamation, merger or consolidation, either

(a) the Issuers 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), or

(b) the Fixed Charge Coverage Ratio of the Issuers and the Restricted Subsidiaries is greater than immediately prior to such acquisition, merger or consolidation;

provided, however, that on a pro forma basis, together with amounts incurred and outstanding pursuant to the second proviso of Section 4.09(a), no more than $25,000,000 of Indebtedness, Disqualified Stock or Preferred Stock at any one time outstanding and incurred by Restricted Subsidiaries (other than the Co-Issuer) that are not Guarantors pursuant to this clause (14) shall be incurred and outstanding;

(15) Cash management obligations and other Indebtedness in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business;

(16) Indebtedness of an Issuer or any of the Restricted Subsidiaries supported by a letter of credit issued pursuant to Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(17) (a) any guarantee by an Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or

(b) any guarantee by a Restricted Subsidiary of Indebtedness of an Issuer or of any other Restricted Subsidiary; provided that such Indebtedness is permitted under the terms of this Indenture;

(18) Indebtedness of Foreign Subsidiaries of AMLLC incurred not to exceed at any one time outstanding, and together with any other Indebtedness incurred under this clause (18), $25,000,000 (it being understood that any Indebtedness incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of Section 4.09(a) from and after the first date on which the Issuers or such Restricted Subsidiary could have incurred such Indebtedness under Section 4.09(a) without reliance on this clause (18));

(19) Indebtedness under a Receivables Facility;

(20) Indebtedness of an Issuer or any of the Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;

(21) Indebtedness of an Issuer or any of the Restricted Subsidiaries undertaken in connection with cash management and related activities with respect to any Subsidiary or joint venture in the ordinary course of business;

(22) Indebtedness consisting of Indebtedness issued by an Issuer or any of the Restricted Subsidiaries to future, current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of AMLLC or any Parent Entity to the extent described in clause (4) of Section 4.07(b);

-80-

(23) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition in a principal amount not to exceed $25,000,000 in the aggregate at any one time outstanding together with all other outstanding Indebtedness, Disqualified Stock and/or Preferred Stock issued under this clause (23) and any outstanding Indebtedness under clause (23) incurred to refinance Indebtedness initially incurred in reliance on this clause (23) (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (23) shall cease to be deemed incurred or outstanding for purposes of this clause (23) but shall be deemed incurred for the purposes of Section 4.09(a) from and after the first date on which such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) without reliance on this clause (23)); and

(24) Indebtedness consisting of the Redemption Bridge Loans.

(c) For purposes of determining compliance with this Section 4.09:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (24) of Section 4.09(b) or is entitled to be incurred pursuant to Section 4.09(a), the Issuers, in their sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses of Section 4.09(a) or (b); provided that all Indebtedness outstanding under the Senior Credit Agreement on the Issue Date shall be treated as incurred on the Issue Date under clause (1) of Section 4.09(b); and

(2) at the time of incurrence, the Issuers shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Sections 4.09(a) and 4.09(b).

Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09.

For purposes 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, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness 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 refinancing Indebtedness does not exceed (i) the principal amount of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing.

-81-

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 anything to the contrary, the Issuers shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of an Issuer or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of an Issuer or such Guarantor, as the case may be.

For the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured, and Indebtedness is not deemed to be subordinated or junior to any other Indebtedness merely because it has a junior priority with respect to the same collateral.

Section 4.10 Asset Sales.

(I) (a) The Issuers will not, and will not permit any Restricted Subsidiary to, consummate, directly or indirectly, an Asset Sale of any assets that do not constitute ABL Collateral (“Non-ABL Collateral”), unless:

(1) an Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by AMLLC) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by such Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents.

(b) Within 365 days after the receipt of any Net Proceeds of any Asset Sale covered by this clause (I), such Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to make one or more offers to the Holders of the Notes (and, at the option of the Issuers, the holders of Other Pari Passu Lien Obligations) to purchase Notes (and such Other Pari Passu Lien Obligations) pursuant to Section 3.09 (each, an “Asset Sale Offer”); provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (1), the Issuers or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided further that if the Issuers or such Restricted Subsidiary shall so reduce any Other Pari Passu Lien Obligations, the Issuers will equally and ratably reduce Indebtedness under the Notes by making an offer to all holders of Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, the pro rata principal amount of the Notes, such offer to be conducted in accordance with the procedures set forth below for an Asset Sale Offer but without any further limitation in amount;

(2) to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in any Issuer or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes or continues to constitute a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets that are, in each of (a), (b) and (c), used or useful in a Similar Business or replace the businesses, properties and/or assets that are the subject of such Asset Sale (clauses (a), (b) and (c) together, the “Additional Assets”); or

-82-

(3) to the extent such Net Proceeds are not from Asset Sales of Collateral, to permanently reduce Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to an Issuer, a Guarantor or a Restricted Subsidiary;

provided that, in the case of clause (2) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as such Issuer or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds shall be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds shall constitute Excess Proceeds unless such Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, further, that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

(c) Any Net Proceeds from the Asset Sales covered by this clause (I) that are not invested or applied as provided and within the time period set forth in Section 4.10(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20,000,000, the Issuers shall make an Asset Sale Offer to all Holders of the Notes, and, if required by the terms of any Other Pari Passu Lien Obligations, to the holders of such Other Pari Passu Lien Obligations, to purchase the maximum aggregate principal amount of the Notes and such Other Pari Passu Lien Obligations that is equal to $1,000 or an integral multiple thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $20,000,000 by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. The Issuers may satisfy the foregoing obligation with respect to such Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the Application Period.

(d) To the extent that the aggregate amount of Notes and such Other Pari Passu Lien Obligations tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the covenants contained in this Indenture. If the aggregate principal amount of Notes or the Other Pari Passu Lien Obligations surrendered by such Holders and holders thereof exceeds the amount of Excess Proceeds, the Issuers shall select the Notes and such Other Pari Passu Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Other Pari Passu Lien Obligations tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. After the Issuers or any Restricted Subsidiary have applied the Net Proceeds from any Asset Sale covered by this clause (I) as provided in, and within the time periods required by, this paragraph (I), the balance of such Net Proceeds, if any, from such Asset Sale shall be released by the Notes Collateral Agent to the Issuers or such Restricted Subsidiary for use by the Issuers or such Restricted Subsidiary for any purpose not prohibited by the terms of this Indenture.

(II) (a) The Issuers shall not, and shall not permit any Restricted Subsidiary to, consummate, directly or indirectly, an Asset Sale of any ABL Collateral, unless:

(1) an Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by AMLLC) of the assets sold or otherwise disposed of; and

-83-

(2) except in the case of a Permitted Asset Swap at least 75% of the consideration therefor received by an Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents.

Within 365 days after the receipt of any Net Proceeds from such Asset Sale covered by this clause (II), such Issuer or such Restricted Subsidiary may at its option do any one or more of the following:

(i) permanently reduce any Indebtedness under the Senior Credit Agreement or any other Indebtedness of AMLLC or a Guarantor that in each case is secured by a Lien on the ABL Collateral that is prior to the Lien on the ABL Collateral in favor of holders of Notes (and, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto), in each case other than Indebtedness owed to an Issuer or a Subsidiary of AMLLC; or

(ii) to make an Investment in Additional Assets;

provided that, in the case of clause (ii) above, an Acceptable Commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds shall constitute Excess ABL Proceeds unless such Issuer or such Restricted Subsidiary enters into a Second Commitment within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess ABL Proceeds.

(b) Any Net Proceeds from an Asset Sale covered by this clause (II) that are not invested or applied as provided and within the time period set forth in clause (a) above shall be deemed to constitute “Excess ABL Proceeds.” When the aggregate amount of Excess ABL Proceeds exceeds $20,000,000 AMLLC shall make an offer to all Holders of the Notes, and, if required by the terms of any Other Pari Passu Lien Obligations, to the holders of such Other Pari Passu Lien Obligations (an “ABL Asset Sale Offer”), to purchase the maximum aggregate principal amount of Notes and such Other Pari Passu Lien Obligations, that is equal to $1,000 or an integral multiple thereof that may be purchased out of the Excess ABL Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers shall commence an ABL Asset Sale Offer with respect to Excess ABL Proceeds within ten Business Days after the date that Excess ABL Proceeds exceed $20,000,000 by mailing the notice required by this Indenture, with a copy to the Trustee. The Issuers may satisfy the foregoing obligation with respect to such Net Proceeds from an Asset Sale by making an ABL Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the Application Period.

(c) To the extent that the aggregate amount of Notes and such Other Pari Passu Lien Obligations tendered pursuant to an ABL Asset Sale Offer is less than the Excess ABL Proceeds, the Issuers may use any remaining Excess ABL Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes or the Other Pari Passu Lien Obligations surrendered by such Holders and holders thereof exceeds the amount of Excess ABL Proceeds, the Issuers shall select the Notes and such Other Pari Passu Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Other Pari Passu Lien Obligations tendered. Upon completion of any such ABL Asset Sale Offer, the amount of Excess ABL Proceeds shall be reset at zero.

-84-

(III) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility (including under the Senior Credit Agreement) or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.

(IV) For the purposes of this Section 4.10, any sale by AMLLC or a Restricted Subsidiary of the Capital Stock of AMLLC or a Restricted Subsidiary that owns assets constituting Non-ABL Collateral or ABL Collateral shall be deemed to be a sale of such Non-ABL Collateral or ABL Collateral (or, in the event of a Restricted Subsidiary that owns assets that include any combination of Non-ABL Collateral and ABL Collateral a separate sale of each of such Non-ABL Collateral and ABL Collateral). In the event of any such sale (or a sale of assets that includes any combination of Non-ABL Collateral and ABL Collateral), the proceeds received by AMLLC and the Restricted Subsidiaries in respect of such sale shall be allocated to the Non-ABL Collateral and ABL Collateral in accordance with their respective fair market values, which shall be determined by the Board of AMLLC or, at AMLLC’s election, an independent third party. In addition, for purposes of this covenant, any sale by AMLLC or any Restricted Subsidiary of the Capital Stock of any Person that owns only ABL Collateral will not be subject to paragraph (I) above, but rather will be subject to paragraph (II) above.

(V) For purposes of this Section 4.10, the following are deemed to be cash or Cash Equivalents:

(1) any liabilities (as shown on AMLLC’s, or such Restricted Subsidiary’s, most recent balance sheet or in the notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on AMLLC’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by AMLLC) of AMLLC or any Restricted Subsidiary that have superior Lien priority on the Collateral relative to the Notes or constitute Other Pari Passu Lien Obligations, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with the transactions relating to such Asset Sale) and for which AMLLC and all Restricted Subsidiaries have been validly released by all creditors in writing;

(2) any securities, notes or other obligations received by AMLLC, a Guarantor or such Restricted Subsidiary from such transferee that are converted by AMLLC or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Sale; and

(3) any Designated Non-cash Consideration received by AMLLC or such 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 (3) that is at that time outstanding, not to exceed the greater of (x) $50,000,000 and (y) 3.0% of 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.

(VI) The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those 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 this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.10 by virtue of such compliance.

-85-

Section 4.11 Transactions with Affiliates.

(a) The Issuers shall not, and shall not permit any of the Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of AMLLC (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10,000,000, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuers or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuers or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) the Issuers deliver to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $20,000,000, a resolution adopted by a majority of the Boards of the Issuers approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a).

(b) The provisions of Section 4.11(a) shall not apply to the following:

(1) transactions between or among the Issuers or any of the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction;

(2) Restricted Payments permitted by Section 4.07 and the definition of “Permitted Investments”;

(3) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors approved by, or pursuant to arrangements approved by, the Board of an Issuer;

(4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided on behalf of, or for the benefit of, former, current or future officers, directors, employees or consultants of an Issuer, any of the Restricted Subsidiaries or any Parent Entity;

(5) transactions in which an Issuer or any of the 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 such Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to such Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuers or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

-86-

(6) any agreement or arrangement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(7) the existence of, or the performance by an Issuer or any of the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by an Issuer or any of the Restricted Subsidiaries of, obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect to the Holders when taken as a whole;

(8) the Transactions and the payment of all fees and expenses related to the Transactions, in each case as expressly contemplated in the Offering Memorandum;

(9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuers and the Restricted Subsidiaries, in the reasonable determination of the Board of AMLLC or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(10) the issuance or transfer of Equity Interests (other than Disqualified Stock) of AMLLC to any Parent Entity or to any Permitted Holder or to any director, officer, employee or consultant (or their respective estates, investment funds, investment vehicles, spouses or former spouses) of an Issuer, any of AMLLC’s Subsidiaries or any Parent Entity and the granting and performing of reasonable and customary registration rights;

(11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(12) payments by an Issuer or any of the Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board of AMLLC in good faith;

(13) payments or loans (or cancellation of loans) to employees, directors or consultants of an Issuer, any of the Restricted Subsidiaries or any Parent Entity and employment agreements, stock option plans and other similar arrangements with such employees, directors or consultants which, in each case, are approved by AMLLC in good faith;

(14) investments by any of the Investors in securities of AMLLC or any of the Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such Investors in connection therewith) so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities;

-87-

(15) payments to any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of an Issuer, any of their respective Subsidiaries or any Parent Entity pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement; and any employment agreements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any health, disability and similar insurance or benefit plans or supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by AMLLC in good faith;

(16) transactions with a Person that is an Affiliate of the Issuers solely because the Issuers own any Equity Interest in, or controls such Person;

(17) payments by an Issuer (and any Parent Entity) and their respective Subsidiaries pursuant to tax sharing agreements among the Issuers (and any such Parent Entity) and their respective Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuers, the Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent of amount received from Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Issuers, the Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such Parent Entity;

(18) any lease entered into between an Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuers, as lessor, which is approved by a majority of the disinterested Board of AMLLC;

(19) intellectual property licenses in the ordinary course of business; and

(20) the Redemption Bridge Loans.

Section 4.12 Liens.

The Issuers shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) (each, a “Subject Lien”) that secures obligations under any Indebtedness on any asset or property of an Issuer or any Restricted Subsidiary, unless:

(1) in the case of Subject Liens on any Collateral, any Subject Lien if (i) such Subject Lien expressly has Junior Lien Priority on the Collateral relative to the Notes and Guarantees; or (ii) such Subject Lien is a Permitted Lien; and

(2) in the case of any other asset or property, any Subject Lien if (i) the Notes are equally and ratably secured with (or on a senior basis to, in the case such Subject Lien secures any Subordinated Indebtedness) the obligations secured by such Subject Lien or (ii) such Subject Lien is a Permitted Lien.

Any Lien created for the benefit of the Holders of the Notes pursuant to this Section 4.12 shall provide by its terms that such Lien shall be automatically and unconditionally be released and discharged upon the release and discharge of the Initial Lien that gave rise to the obligation to so secure the Notes.

-88-

Section 4.13 Corporate Existence.

Subject to Article 5, the Issuers shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) their company existence, and the corporate, partnership, limited liability company or other existence of each of the Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended, supplemented or otherwise modified from time to time) of the Issuers or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Issuers and the Restricted Subsidiaries; provided that the Issuers shall not be required to preserve any such right, license or franchise, or the corporate, partnership, limited liability company or other existence of any of the Restricted Subsidiaries, if the Issuers in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuers and the Restricted Subsidiaries, taken as a whole.

Section 4.14 Offer to Repurchase Upon Change of Control.

(a) If a Change of Control occurs, unless, prior to the time the Issuers are required to make a Change of Control Offer, the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 or Section 12.01, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information:

(1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;

(2) the purchase price and the purchase date, which will be no earlier than 20 Business Days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes; provided that the paying agent receives, not later than the expiration time of the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

-89-

(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof;

(8) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and

(9) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.

The Issuers shall 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 or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.14 by virtue thereof.

(b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,

(1) accept for payment all Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.

(c) The Issuers shall not be required to make a Change of Control Offer if 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 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(d) With respect to the Notes, if Holders of not less than 95% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as described in clause (c) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to the date of redemption.

-90-

(e) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.

Section 4.15 Additional Guarantees.

AMLLC shall not permit any of its Domestic Subsidiaries that is a Wholly Owned Subsidiary (and Domestic Subsidiaries that are non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities of any Issuer or any Guarantor), other than a Guarantor, to guarantee the payment of any Indebtedness of any Issuer or any other Guarantor unless such Domestic Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture providing for a Guarantee by such Domestic Subsidiary, except that with respect to a guarantee of Indebtedness of any Issuer or any Guarantor:

(1) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Domestic Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and

(2) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;

provided that this Section 4.15 shall not be applicable to any guarantee of any Domestic Subsidiary that existed at the time such Person became a Domestic Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Domestic Subsidiary; and provided, further, no Excluded Subsidiary shall be required to become a Guarantor at any time.

Section 4.16 Discharge and Suspension of Covenants.

(a) If after the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture then, beginning on that day, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and clause (4) of Section 5.01(a) (collectively, the “Suspended Covenants”) shall no longer be applicable to the Notes. In addition, the amount of Excess Proceeds and Excess ABL Proceeds, in each case from Net Proceeds shall be reset at zero.

(b) In the event that the Issuers and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time (such period the “Suspension Period”) as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (i) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating or (ii) the Issuers or any of their Affiliates enters into an agreement to effect a transaction and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Issuers and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (ii) of this clause (b).

-91-

(c) In the event of any such reinstatement, no action taken or omitted to be taken by the Issuers or any of the Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided that (i) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made will be calculated as though Section 4.07 had been in effect prior to, but not during the Suspension Period, and (ii) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of Section 4.09(b). No Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period.

(d) The Issuers shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16.

Section 4.17 [Reserved].

Section 4.18 Restrictions on Activities of the Co-Issuer.

The Co-Issuer shall not hold any material assets, become liable for any material obligations or engage in any business activities or operations; provided that the Co-Issuer may (i) be a co-obligor with respect to Indebtedness (including, for the avoidance of doubt, the Notes) if an Issuer is a primary obligor on such Indebtedness, the net proceeds of such Indebtedness are received by such Issuer or one or more of the Restricted Subsidiaries and such Indebtedness is otherwise permitted to be incurred under this Indenture and (ii) guarantee any Obligations under the Senior Credit Agreement or any other Lenders Debt.

Section 4.19 Further Assurances; After Acquired Property.

Subject to the applicable limitations set forth in the Security Documents and this Indenture (including with respect to Excluded Assets), the Issuers 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 Notes Collateral Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Security Documents in the Collateral. Subject to the applicable limitations set forth in the Security Documents and this Indenture (including with respect to Excluded Assets), if after the Issue Date an Issuer or a Guarantor acquires property that is not automatically subject to a perfected security interest under the Security Documents and such property constitutes (or would constitute) Collateral or acquires any Real Estate Asset or an entity becomes a Guarantor, then such Issuer or Guarantor shall, within 90 days after acquisition (with respect to real property and related fixtures) and as soon as practicable (with respect to other assets), provide security over such property (or, in the case of a new Guarantor, its assets that would constitute Collateral under the Security Documents) in favor of the Notes Collateral Agent and deliver certain joinder agreements or supplements as required by this Indenture and the Security Documents. Notwithstanding the foregoing, until the Discharge of ABL Obligations, the Issuers and the Guarantors shall only be required to comply with the foregoing requirements with respect to any ABL Collateral to the extent that such ABL Collateral is concurrently being pledged to secure the Obligations under the Lenders Debt.

Section 4.20 Information Regarding Collateral.

The Issuers shall furnish to the Notes Collateral Agent, with respect to the Issuers or any Guarantor, prompt written notice of any change in such Person’s (i) organizational name, (ii) jurisdiction of organization or formation, (iii) identity or organizational structure or (iv) organizational identification number.

-92-

ARTICLE 5

SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets.

(a) No Issuer shall consolidate or merge with or into or wind up into (whether or not an Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) one of the Issuers is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than an Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the Successor Company is not a corporation, a co-obligor of the Notes is a corporation;

(2) the Successor Company, if other than an Issuer, expressly assumes all the obligations of the Issuers under this Indenture, the Security Documents and the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four quarter period,

(A) the Successor Company or the Issuers 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), or

(B) the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries would be greater than the Fixed Charge Coverage Ratio for the Issuers and the Restricted Subsidiaries immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(d) shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture, the Notes and the Registration Rights Agreement;

(6) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture;

(7) to the extent any assets of the Person which is merged or consolidated with or into the Successor Company are assets of the type which would constitute Collateral under the Security Documents, the Successor Company will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture or any of the Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Security Documents; and

-93-

(8) the Collateral owned by or transferred to the Successor Company shall: (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Lien in favor of the Notes Collateral Agent for the benefit of the Trustee and the holders of the Notes, and (c) not be subject to any Lien other than Permitted Liens.

(b) The Successor Company shall succeed to, and be substituted for, the Issuers, as the case may be, under this Indenture, the Guarantees and the Notes, as applicable. Notwithstanding clauses (3) and (4) of Section 5.01(a),

(1) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to AMLLC or any Restricted Subsidiary; and

(2) AMLLC may consolidate or merge with an Affiliate of AMLLC, as the case may be, solely for the purpose of reincorporating AMLLC in the United States, any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of AMLLC and the Restricted Subsidiaries is not increased thereby.

(c) Notwithstanding clause (a) or (b) of this Section 5.01, the Mergers shall be permitted under this Indenture without any further requirement under this Section 5.01. Effective upon consummation of the Mergers, AMLLC expressly assumes all the obligations of Carey Acquisition Corp. under this Indenture, the Security Documents and the Notes.

(d) Subject to certain limitations described in this Indenture governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, no Guarantor shall, and the Issuers shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not such Issuer or Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) (A) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default exists;

(D) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture;

-94-

(E) To the extent any assets of the Guarantor which is merged or consolidated with or into the Successor Person are assets of the type which would constitute Collateral under the Security Documents, the Successor Person shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture or any of the Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Security Documents; and

(F) The Collateral owned by or transferred to the Successor Person shall: (i) continue to constitute Collateral under this Indenture and the Security Documents, (ii) be subject to the Lien in favor of the Notes Collateral Agent for the benefit of the Trustee and the holders of the Notes, and (iii) not be subject to any Lien other than Permitted Liens; or

(2) the transaction is made in compliance with Section 4.10.

(e) Subject to certain limitations described in this Indenture, the Successor Person shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may (i) merge into or transfer all or part of its properties and assets to another Guarantor or AMLLC, (ii) merge with an Affiliate of an Issuer solely for the purpose of reincorporating or reorganizing the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of an Issuer and the Restricted Subsidiaries is not increased thereby, or (iii) convert into a Person organized or existing under the laws of the jurisdiction of such Guarantor.

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 assets of an Issuer in accordance with Section 5.01, the successor corporation formed by such consolidation or into or with which such 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, lease, conveyance or other disposition, the provisions of this Indenture referring to such Issuer shall refer instead to the successor corporation and not to such Issuer), and may exercise every right and power of such Issuer under this Indenture with the same effect as if such successor Person had been named as such Issuer herein; provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of and interest, if any, on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of such Issuer’s assets that meets the requirements of Section 5.01.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

(a) An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be 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):

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

-95-

(2) default for 30 days or more in the payment when due of interest on or with respect to the Notes;

(3) failure by the Issuers or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 30% in principal amount of the outstanding Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) or (2) above) contained in this Indenture or the Notes; provided that in the case of a failure to comply with Section 4.03, such period of continuance of such default or breach shall be 180 days after written notice described in this clause (3) has been given; provided, further, that failure by any Issuer or any Restricted Subsidiary to comply with the provisions of Section 314 of the Trust Indenture Act will not in itself be deemed a Default or an Event of Default under this Indenture;

(4) default under any mortgage, deed of trust, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by an Issuer or any of the Restricted Subsidiaries or the payment of which is guaranteed by an Issuer or any of the Restricted Subsidiaries, other than Indebtedness owed to an Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(i) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(ii) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at its stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $25,000,000 or more at any one time outstanding;

(5) failure by an Issuer or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of AMLLC for a fiscal quarter end provided as required pursuant to Section 4.03) would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $25,000,000 (net of amounts covered by insurance policies issued by reputable insurance companies), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, 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;

(6) an Issuer or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of AMLLC for a fiscal quarter end provided as required pursuant to Section 4.03) would constitute a Significant Subsidiary), pursuant to or within the meaning of any Bankruptcy Law:

(i) commences proceedings to be adjudicated bankrupt or insolvent;

-96-

(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law;

(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

(iv) makes a general assignment for the benefit of its creditors; or

(v) generally is not paying its debts as they become due;

(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against an Issuer or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in a proceeding in which an Issuer or any such Restricted Subsidiaries, that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;

(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of an Issuer or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or for all or substantially all of the property of an Issuer or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

(iii) orders the liquidation of an Issuer or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(8) the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary (or the responsible officers of any group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of AMLLC for a fiscal quarter end provided as required pursuant to Section 4.03) would constitute a Significant Subsidiary), as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture; or

-97-

(9) with respect to any Collateral, individually or in the aggregate, having a fair market value in excess of $50,000,000, any of the Security Documents ceases to be in full force and effect, or any of the Security Documents ceases to give the Holders the Liens purported to be created thereby, or any of the Security Documents is declared null and void or any Issuer or any Guarantor denies in writing that it has any further liability under any Security Document or gives written notice to such effect (in each case (i) other than in accordance with the terms of this Indenture or the terms of the Senior Credit Agreement or the Security Documents or (ii) unless waived by the requisite lenders under the Senior Credit Agreement if, after that waiver, the Issuers are in compliance with Section 4.19 and Article 11), except to the extent that any loss of perfection or priority results from the failure of the Notes Collateral Agent or the Bank Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents, or otherwise results from the gross negligence or willful misconduct of the Trustee, the Notes Collateral Agent or the Bank Collateral Agent; provided that if a failure of the sort described in this clause (9) is susceptible of cure (including with respect to any loss of Lien priority on material portions of the Collateral), no Event of Default shall arise under this clause (9) with respect thereto until 30 days after notice of such failure shall have been given to the Issuers by the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes issued under this Indenture.

(b) In the event of any Event of Default specified in clause (4) of Section 6.01(a), 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; or

(2) 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.

Section 6.02 Acceleration.

If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a)) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately.

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a), all outstanding Notes shall be due and payable immediately without further action or notice.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived.

If an Event of Default occurs and is continuing that results in an acceleration, the Trustee and Notes Collateral Agent shall provide an Enforcement Notice pursuant to the terms of the Intercreditor Agreement.

-98-

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, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

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.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder, except a continuing Default in the payment of the principal of, premium, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided, subject to Section 6.02, 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. 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 terms of the Security Documents, Holders of a majority in principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such direction is unduly prejudicial to such Holders) or that would involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

Subject to Section 6.07, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 30% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

(3) Holders of the Notes have offered and, if requested, provided to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

-99-

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.

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 principal, premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), 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.

Section 6.08 Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a)(1) or (2) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium, if any, and interest 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 Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

-100-

Section 6.12 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 and the Notes Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, the Notes Collateral Agent and their respective agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and 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 and shall consent to the making of such payments directly to the Holders, to pay to the Trustee and the Notes Collateral Agent any amount due to them for the reasonable compensation, expenses, disbursements and advances of the Trustee, the Notes Collateral Agent and their respective agents and counsel, and any other amounts due the Trustee under Section 7.07. 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 under Section 7.07 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 and the Notes Collateral Agent to authorize or consent to or accept 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 6.13 Priorities.

Subject to the terms of the Security Documents and Intercreditor Agreement with respect to any proceeds of Collateral, any money or property collected by the Trustee or the Notes Collateral Agent pursuant to this Article 6 and any money or other property distributable in respect of any Grantor’s Obligations under this Indenture after an Event of Default shall be applied in the following order:

FIRST: to the Trustee for amounts due under Section 7.07 and to the Notes Collateral Agent for amounts due under Article 11 or under any Security Document;

SECOND: to Holders for amounts due and unpaid on the Notes for the principal premium, if any, and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively;

THIRD: without duplication, to Holders for any other Obligations owing to the Holders under this Indenture and the Notes; and

FOURTH: to the Issuers or as otherwise directed by a court of competent jurisdiction.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.

-101-

Section 6.14 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 of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, 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 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07, or a suit by Holders of more than 10% in 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 shall 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:

(i) the duties of the Trustee shall 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 Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith 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, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall 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 its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts;

(iii) the Trustee shall 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 pursuant to Section 6.05; and

(iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

-102-

(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) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely 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 Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall 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 shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d) The Trustee shall 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 Issuers shall be sufficient if signed by an Officer of each Issuer.

(f) 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. Delivery of reports to the Trustee pursuant to Section 4.03 shall not constitute actual knowledge of, or notice to, the Trustee of the information contained therein.

(g) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

-103-

(h) 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.

(i) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(j) The Trustee may request that the Issuers and any Guarantor deliver an Officer’s Certificate setting forth the names of the individuals and/or titles of Officers (with specimen signatures) authorized at such times to take specific actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person specified as so authorized in any certificate previously delivered and not superseded.

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 an Issuer or any Affiliate of an 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 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.

Section 7.04 Trustee’s Disclaimer.

The Trustee shall 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 Issuers’ use of the proceeds from the Notes or any money paid to an Issuer or upon an Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall 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 occurs and is continuing and if it is known to the Trustee, the Trustee shall mail or otherwise deliver in accordance with the procedures of DTC to Holders of Notes a notice of the Default within 90 days after it occurs, unless such default shall have been cured or waived. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee 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.

Within 60 days after each May 15, beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c).

-104-

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuers and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

The Issuers shall pay to the Trustee from time to time such 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 shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claim, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuers or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, an Issuer or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Trustee may have separate counsel and the Issuers shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or gross negligence.

The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

To secure the payment obligations of the Issuers and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes and rights of the Holders on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or (7) 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.

The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10;

-105-

(b) 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;

(c) a custodian or public officer takes charge of the Trustee or its property; or

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuers’ expense), the Issuers or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

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, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall 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. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

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 shall be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

There shall 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 $50,000,000 as set forth in its most recent published annual report of condition.

-106-

This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b).

Section 7.11 Preferential Collection of Claims Against Issuers.

The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.

Section 7.12 Security Documents; Intercreditor Agreement.

By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and Notes Collateral Agent, as the case may be, to execute and deliver the Intercreditor Agreement and the Security Documents in which the Trustee or the Notes Collateral Agent, as applicable, is named as a party, including any Security Documents executed after the Issue Date. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Notes Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under pursuant to, the Intercreditor Agreement or any other Security Documents, the Trustee and the Notes Collateral Agent each shall have all of the rights, immunities, indemnities and other protections granted to it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements).

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03 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 Issuers, exercise under Section 8.01 of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their other obligations under such Notes and this Indenture and the Security Documents including the obligations of the Guarantors (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04;

-107-

(b) the Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such 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;

(c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(d) this Section 8.02.

Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of their option under Section 8.03.

Section 8.03 Covenant Defeasance.

Upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.09, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.18, 4.19 and 4.20 and clauses (4), (5), (7) and (8) of Section 5.01(a) and Section 5.01(d) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the Notes shall 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 shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall 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 shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’, exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries and any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries and any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary), 6.01(a)(8) and 6.01(a)(9) shall not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02 or 8.03 to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, 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, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption date;

-108-

(2) in the case of Legal Defeasance, the Issuers 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 Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the Notes, 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, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, 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 Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the 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 such 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 (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) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Agreement or any other material agreement or instrument (other than this Indenture) to which, an Issuer or any Guarantor is a party or by which an Issuer or any Guarantor is bound (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);

(6) the Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of an Issuer or any Guarantor or others; and

(7) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

-109-

Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06, all money and 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 in respect of the outstanding Notes shall 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 an Issuer or a Guarantor acting as Paying 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 and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 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.

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or Government Securities held by it as provided in Section 8.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Issuers.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium or interest on any Note and remaining unclaimed for two years after such principal, and premium or interest has become due and payable shall be paid to the Issuers on their request or (if then held by an Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease.

Section 8.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03, 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 Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 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, as the case may be; provided that, if the Issuers make any payment of principal of, premium or interest on any Note following the reinstatement of their obligations, the Issuers shall 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.

-110-

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

Notwithstanding Section 9.02, the Issuers, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee and the Notes Collateral Agent may amend or supplement this Indenture, the Security Documents, the Intercreditor Agreement and any Guarantee or Notes without the consent of any Holder:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

(3) to comply with Section 5.01;

(4) to provide the assumption of the Issuers’, or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a Guarantor under this Indenture;

(11) to conform the text of this Indenture, the Security Documents, the Intercreditor Agreement, the Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Security Documents, the Intercreditor Agreement, the Guarantee or Notes;

(12) 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, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;

-111-

(13) to add additional assets as Collateral; or

(14) to release Collateral from the Lien or any Guarantor from its Guarantee, in each case pursuant to this Indenture, the Security Documents and the Intercreditor Agreement when permitted or required by this Indenture or the Security Documents.

The Intercreditor Agreement may be amended from time to time with the consent of certain parties thereto. In addition, the Intercreditor Agreement may be amended from time to time at the sole request and expense of the Issuers, and without the consent of the Notes Collateral Agent or the Bank Collateral Agent,

(1) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Other Pari Passu Lien Obligations that are incurred in compliance with the Senior Credit Agreement, this Indenture and the Security Documents, (B) to establish that the Liens on any Notes Collateral securing such Other Pari Passu Lien Obligations shall be equal under the Intercreditor Agreement with the Liens on such Notes Collateral securing the Obligations under this Indenture and the Notes and senior to the Liens on such Notes Collateral securing any Obligations under the Senior Credit Agreement and other Lenders Debt, all on the terms provided for in the Intercreditor Agreement in effect immediately prior to such amendment and (C) to establish that the Liens on any ABL Collateral securing such Other Pari Passu Lien Obligations shall be equal under the Intercreditor Agreement with the Liens on such ABL Collateral securing the Obligations under this Indenture and the Notes and junior and subordinated to the Liens on such ABL Collateral securing any Obligations under the Senior Credit Agreement and other Lenders Debt, all on the terms provided for in the Intercreditor Agreement as in effect immediately prior to such amendment, and

(2) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness that is incurred in compliance with this Indenture, the Senior Credit Agreement and the Security Documents, (B) to establish that the Liens on any ABL Collateral securing such Indebtedness shall be equal under the Intercreditor Agreement with the Liens on such ABL Collateral securing the Obligations under the Senior Credit Agreement and senior to the Liens on such ABL Collateral securing any Obligations under this Indenture and the Notes and to any Other Pari Passu Lien Obligations, all on the terms provided for in the Intercreditor Agreement in effect immediately prior to such amendment and (C) to establish that the Liens on any Notes Collateral securing such Indebtedness shall be equal under the Intercreditor Agreement with the Liens on such Notes Collateral securing the Obligations under the Senior Credit Agreement and other Lenders Debt and junior and subordinated to the Liens on such Notes Collateral securing any obligations under this Indenture and the Notes and to any Other Pari Passu Lien Obligations, all on the terms provided for in the Intercreditor Agreement in effect immediately prior to such amendment. Any such additional party and Notes Collateral Agent shall be entitled to rely upon an Officer’s Certificate delivered by the Issuers certifying that such Other Pari Passu Lien Obligations or Indebtedness, as the case may be, were issued or borrowed in compliance with this Indenture and the Security Documents.

Upon the request of the Issuers accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02, the Trustee and/or the Notes Collateral Agent shall join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture or security documents or intercreditor agreement 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 and/or the Notes Collateral Agent shall not be obligated to enter into such amended or supplemental indenture or security documents or intercreditor agreement that affects their own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D, and delivery of an Officer’s Certificate.

-112-

Section 9.02 With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Issuers and the Trustee and the Notes Collateral Agent may amend or supplement this Indenture, the Notes, the Security Documents, the Intercreditor Agreement and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding 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, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees, the Security Documents, the Intercreditor Agreement or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

Upon the request of the Issuers accompanied by a resolution of its 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 described in Section 7.02, the Trustee and/or the Notes Collateral Agent shall join with the Issuers in the execution of such amended or supplemental indenture or security documents or intercreditor agreement unless such amended or supplemental indenture directly affects their own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or the Notes Collateral Agent may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture or security documents or intercreditor agreement.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

-113-

(2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest 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, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

(7) make any change in these amendment and waiver provisions;

(8) impair the right of any Holder to receive payment of principal of, or interest on, such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or

(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse in any material respect to the Holders of the Notes.

In addition, without the consent of the Holders of at least 66²/₃% in principal amount of Notes then outstanding, no amendment, supplement or waiver may (1) modify any Security Document, the Intercreditor Agreement or the provisions in this Indenture dealing with the Collateral or the Security Documents that would have the impact of releasing all or substantially all of the Collateral from the Liens of the Security Documents (except as permitted by the terms of this Indenture, the Security Documents and the Intercreditor Agreement) or change or alter the priority of the security interests in the Collateral, (2) make any change in any Security Document, the Intercreditor Agreement or the provisions in this Indenture dealing with the Collateral or the Security Documents or the application of trust proceeds of the Collateral that would adversely affect the Holders in any material respect or (3) modify the Intercreditor Agreement in any manner adverse to the Holders in any material respect other than in accordance with the terms of this Indenture, Security Documents and the Intercreditor Agreement.

Section 9.03 Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.

-114-

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 waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuers 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 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 Issuers 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 shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee and Notes Collateral Agent to Sign Amendments, Etc.

The Trustee and Notes Collateral Agent shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and Notes Collateral Agent. The Issuers may not sign an amendment, supplement or waiver until the Board of AMLLC approves it. In executing any amendment, supplement or waiver to any Notes Document, the Trustee and Notes Collateral Agent shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon, in addition to the documents required by Section 13.04, an Officer’s 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 amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee and Notes Collateral Agent to execute any amendment or supplement adding a new Guarantor under this Indenture.

-115-

ARTICLE 10

GUARANTEES

Section 10.01 Guarantee.

Subject to this Article 10, from and after the consummation of the Acquisition, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, interest, premium on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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 shall 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.

The Guarantors hereby agree that their obligations hereunder shall be 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 Issuers, 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 Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that it shall 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, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall 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 under the Guarantees.

-116-

Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation or reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The Guarantee issued by any Guarantor shall be a general senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any.

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 10.02 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 Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of 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 Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as 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 10, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

Section 10.03 Execution and Delivery.

To evidence its Guarantee set forth in Section 10.01, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by its President, one of its Vice Presidents or one of its Assistant Vice Presidents.

Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

-117-

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

If required by Section 4.15, the Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 and this Article 10, to the extent applicable.

Section 10.04 Subrogation.

Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under this Indenture or the Notes shall have been paid in full.

Section 10.05 Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

Section 10.06 Release of Guarantees.

A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

(1) (A) any sale, exchange or transfer (by merger or otherwise) of (i) the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary, or (ii) all or substantially all of the assets of such Guarantor, in each case, if such sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; provided, however, that such Guarantor is also released from its guarantees and all pledges and security, if any, granted in connection with the Senior Credit Agreement and any other Indebtedness for borrowed money of an Issuer or another Guarantor;

(B) the release or discharge of the guarantee or direct obligation by such Guarantor of the Senior Credit Agreement and other Lenders Debt or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subsequent to a contingent reinstatement is still a release);

(C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; or

(D) the Issuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; and

-118-

(2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

ARTICLE 11

COLLATERAL

Section 11.01 Collateral and Security Documents.

The due and punctual payment of the principal of and interest on the Notes and Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Notes and Guarantees and performance of all other Obligations of the Issuers and the Guarantors to the Secured Parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee, the Issuers and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuers shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Notes Collateral Agent the first-priority security interest in the Notes Collateral and the second-priority lien in the ABL Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuers shall, and shall cause the Subsidiaries of AMLLC to, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Secured Parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Secured Parties subject to no Liens other than Liens permitted under this Indenture.

Section 11.02 Non-Impairment of Liens.

Any release of Collateral permitted by Section 11.03 will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof.

-119-

Section 11.03 Release of Collateral.

(a) Subject to Section 11.03(b), Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Intercreditor Agreement and this Indenture. Notwithstanding anything to the contrary in any Notes Document, the Liens on Collateral securing the Notes shall automatically (without further action) be released with respect to the relevant Collateral upon the occurrence of any of the following:

(A) in the case the Issuers or any Guarantor sell, exchange or otherwise dispose of any of the Collateral, including Capital Stock (other than to an Issuer or a Guarantor, as applicable) to the extent not prohibited under this Indenture;

(B) in the case of a Guarantor that is released from its Guarantee with respect to the Notes, the release of the property and assets of such Guarantor;

(C) to the extent any lease is Collateral, upon termination of such lease;

(D) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture;

(E) pursuant to an amendment, supplement or waiver in accordance with Article 9; or

(F) if the Notes have been discharged or defeased pursuant to Article 8 or Article 12.

(b) The second-priority Lien on the ABL Collateral securing the Notes and the Guarantees will terminate and be released automatically if the first-priority Liens on the ABL Collateral are released by the Bank Collateral Agent (unless, at the time of such release of such first-priority Liens, an Event of Default shall have occurred and be continuing under this Indenture), other than in connection with any such release by the Bank Collateral Agent in connection with a Discharge of ABL Obligations. Notwithstanding the existence of an Event of Default, the second-priority Lien on the ABL Collateral securing the Notes and the Guarantees shall also terminate and be released automatically to the extent the first-priority Liens on the ABL Collateral are released by the Bank Collateral Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Indenture or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, ABL Collateral by the Bank Collateral Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the Lenders Debt), other than in connection with a Discharge of ABL Obligations. The Liens on the Collateral securing the Notes and the Guarantees that otherwise would have been released pursuant to the first sentence of this paragraph but for the occurrence and continuation of an Event of Default will be released when such Event of Default and all other Events of Default under this Indenture cease to exist.

(c) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Security Documents and the Intercreditor Agreement, if any, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuers in connection with such release, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuers’ expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Security Documents or the Intercreditor Agreement. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Security Document or in the Intercreditor Agreement to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.

-120-

Section 11.04 Suits To Protect the Collateral.

Subject to the provisions of Article 7 and the Security Documents and the Intercreditor Agreement, the Trustee, without the consent of the Holders, on behalf of the Holders, may or may direct the Notes Collateral Agent to take all actions it determines in order to:

(a) enforce any of the terms of the Security Documents; and

(b) collect and receive any and all amounts payable in respect of the Obligations hereunder.

Subject to the provisions of the Security Documents and the Intercreditor Agreement, the Trustee and the Notes Collateral Agent shall have power to institute and to maintain such suits and proceedings as the Trustee may determine to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may determine to preserve or protect its interests and the interests of the Holders in the Collateral. Nothing in this Section 11.04 shall be considered to impose any such duty or obligation to act on the part of the Trustee or the Notes Collateral Agent.

Section 11.05 Authorization of Receipt of Funds by the Trustee Under the Security Documents.

Subject to the provisions of the Intercreditor Agreement, the Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture.

Section 11.06 Purchaser Protected.

In no event shall any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Notes Collateral Agent or the Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or rights permitted by this Article 11 to be sold be under any obligation to ascertain or inquire into the authority of the Issuers or the applicable Guarantor to make any such sale or other transfer.

Section 11.07 Powers Exercisable by Receiver or Trustee.

In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 11 upon the Issuers or a Guarantor with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuers or a Guarantor or of any Officer or Officers thereof required by the provisions of this Article 11; and if the Trustee shall be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee.

-121-

Section 11.08 Release Upon Termination of the Issuers’ Obligations.

In the event that the Issuers deliver to the Trustee an Officer’s Certificate certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Obligations under this Indenture, the Notes, the Guarantees and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid or (ii) the Issuers shall have exercised their Legal Defeasance option or their Covenant Defeasance option, in each case in compliance with the provisions of Article 8, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the Trustee have been satisfied, the Trustee shall deliver to the Issuers and the Notes Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Trustee pursuant to Article 8), and any rights it has under the Security Documents, and upon receipt by the Notes Collateral Agent of such notice, the Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall do or cause to be done all acts reasonably necessary to release such Lien as soon as is reasonably practicable.

Section 11.09 Notes Collateral Agent.

(a) The Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Notes Collateral Agent as its agent under this Indenture, the Security Documents and the Intercreditor Agreement and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Notes Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Security Documents and the Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to the Notes Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, and consents and agrees to the terms of the Intercreditor Agreement and each Security Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Notes Collateral Agent agrees to act as such on the express conditions contained in this Section 11.09. The provisions of this Section 11.09 are solely for the benefit of the Notes Collateral Agent and none of the Trustee, any of the Holders nor any of the Grantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 11.03. Each Holder agrees that any action taken by the Notes Collateral Agent in accordance with the provision of this Indenture, the Intercreditor Agreement and the Security Documents, and the exercise by the Notes Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Notes Collateral Agent shall be ministerial and administrative in nature, and the Notes Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Notes Documents to which the Notes Collateral Agent is a party, nor shall the Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Notes Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Notes Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) The Notes Collateral Agent may perform any of its duties under this Indenture, the Security Documents or the Intercreditor Agreement by or through receivers, agents, employees, attorneys-in-fact or through its Related Persons and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel. The Notes Collateral Agent shall not be responsible for the negligence or willful misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith.

-122-

(c) None of the Notes Collateral Agent or any of its Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except to the extent that the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct) or under or in connection with any Security Document or Intercreditor Agreement or the transactions contemplated thereby (except to the extent that the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by an Issuer or any Grantor or Affiliate of any Grantor, or any Officer or Related Persons thereof, contained in this Indenture, or any other Notes Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by the Notes Collateral Agent under or in connection with, this Indenture, the Security Documents or the Intercreditor Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Security Documents or the Intercreditor Agreement, or for any failure of any Grantor or any other party to this Indenture, the Security Documents or the Intercreditor Agreement to perform its obligations hereunder or thereunder. None of the Notes Collateral Agent or any of its respective Related Persons shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture, the Security Documents or the Intercreditor Agreement or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates.

(d) The Notes Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Issuers or any Grantor), independent accountants and other experts and advisors selected by the Notes Collateral Agent. The Notes Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. The Notes Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture, the Security Documents or the Intercreditor Agreement unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Notes Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture, the Security Documents or the Intercreditor Agreement in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders.

(e) The Notes Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a Responsible Officer of the Notes Collateral Agent shall have received written notice from the Trustee or any Issuer referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Notes Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Holders of a majority in aggregate principal amount of the Notes (subject to this Section 11.09).

-123-

(f) Wells Fargo Bank, National Association and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with any Grantor and its Affiliates as though it was not the Notes Collateral Agent hereunder and without notice to or consent of the Trustee. The Trustee and the Holders acknowledge that, pursuant to such activities, Wells Fargo Bank, National Association or its Affiliates may receive information regarding any Grantor or its Affiliates (including information that may be subject to confidentiality obligations in favor of any such Grantor or such Affiliate) and acknowledge that the Notes Collateral Agent shall not be under any obligation to provide such information to the Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of the Wells Fargo Bank, National Association to advance funds.

(g) The Notes Collateral Agent may resign at any time by notice to the Trustee and AMLLC, such resignation to be effective upon the acceptance of a successor agent to its appointment as Notes Collateral Agent. If the Notes Collateral Agent resigns under this Indenture, AMLLC shall appoint a successor notes collateral agent. If no successor notes collateral agent is appointed prior to the intended effective date of the resignation of the Notes Collateral Agent (as stated in the notice of resignation), the Notes Collateral Agent may appoint, after consulting with the Trustee, subject to the consent of the Issuers (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), a successor notes collateral agent. If no successor notes collateral agent is appointed and consented to by the Issuers pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation) the Notes Collateral Agent shall be entitled to petition a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor notes collateral agent hereunder, such successor notes collateral agent shall succeed to all the rights, powers and duties of the retiring Notes Collateral Agent, and the term “Notes Collateral Agent” shall mean such successor notes collateral agent, and the retiring Notes Collateral Agent’s appointment, powers and duties as the Notes Collateral Agent shall be terminated. After the retiring Notes Collateral Agent’s resignation hereunder, the provisions of this Section 11.09 (and Section 7.07) shall continue to inure to its benefit and the retiring Notes Collateral Agent shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Notes Collateral Agent under this Indenture.

(h) The Trustee shall initially act as Notes Collateral Agent and shall be authorized to appoint co-Notes Collateral Agents as necessary in its sole discretion. Neither the Notes Collateral Agent nor any of its respective officers, directors, employees or agents or other Related Persons shall be liable to any Grantor or any Secured Party for failure to demand, collect or realize upon any 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 other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Notes Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Notes Collateral Agent nor any of its officers, directors, employees, attorneys, representatives or agents shall be responsible for any act or failure to act hereunder, except to the extent such act is found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct.

(i) The Notes Collateral Agent is authorized and directed to (i) enter into the Security Documents to which it is party, whether executed on or after the Issue Date, (ii) enter into the Intercreditor Agreement, (iii) bind the Holders on the terms as set forth in the Security Documents and the Intercreditor Agreement and (iv) perform and observe its obligations under the Security Documents and the Intercreditor Agreement.

-124-

(j) The Trustee agrees that it shall not (and shall not be obliged to), and shall not instruct the Notes Collateral Agent to, unless specifically requested to do so by the Holders of a majority in aggregate principal amount of the Notes, take or cause to be taken any action to enforce its rights under this Indenture or the other Notes Documents or against any Grantor, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.

If at any time or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received by the Trustee from the Notes Collateral Agent pursuant to the terms of this Indenture, or (ii) payments from the Notes Collateral Agent in excess of the amount required to be paid to the Trustee pursuant to Article 6, the Trustee shall promptly turn the same over to the Notes Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Notes Collateral Agent such proceeds to be applied by the Notes Collateral Agent pursuant to the terms of this Indenture, the Security Documents and the Intercreditor Agreement.

(k) The Notes Collateral Agent is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon request from AMLLC, the Trustee shall notify the Notes Collateral Agent thereof and promptly shall deliver such Collateral to the Notes Collateral Agent or otherwise deal with such Collateral in accordance with the Notes Collateral Agent’s instructions.

(l) The Notes Collateral Agent shall have no obligation whatsoever to the Trustee, any of the Holders, or any of the Secured Parties to assure that the Collateral exists or is owned by any Grantor or is cared for, protected, or insured or has been encumbered, or that the Notes Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all or the Grantor’s property constituting collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Notes Collateral Agent pursuant to this Indenture, any Security Document or the Intercreditor Agreement other than pursuant to the instructions of the Trustee or the Holders of a majority in aggregate principal amount of the Notes or as otherwise provided in the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Notes Collateral Agent shall have no other duty or liability whatsoever to the Trustee, any Holder, or any Secured Party as to any of the foregoing.

(m) If any Issuer (i) incurs any obligations in respect of Lenders Debt at any time when no intercreditor agreement is in effect or at any time when Indebtedness constituting Lenders Debt entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Notes Collateral Agent an Officer’s Certificate so stating and requesting the Notes Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the Intercreditor Agreement) in favor of a designated agent or representative for the holders of the Lenders Debt so incurred, the Notes Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement (at the sole expense and cost of the Issuers, including legal fees and expenses of the Notes Collateral Agent), bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

-125-

(n) No provision of this Indenture, the Intercreditor Agreement or any Security Document shall require the Notes Collateral Agent (or the Trustee) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Holders (or the Trustee in the case of the Notes Collateral Agent) unless the Notes Collateral Agent shall have received indemnity satisfactory to the Notes Collateral Agent against potential costs and liabilities incurred by the Notes Collateral Agent relating thereto. Notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Notes Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Notes Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other action if the Notes Collateral Agent has determined that the Notes Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances unless the Notes Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Notes Collateral Agent in its sole discretion, protecting the Notes Collateral Agent from all such liability. The Notes Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Issuers or the Holders to be sufficient.

(o) The Notes Collateral Agent (i) shall not be liable for any action taken or omitted to be taken by it in connection with this Indenture, the Intercreditor Agreement and the Security Documents or instrument referred to herein or therein, except to the extent that any of the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct, (ii) shall not be liable for interest on any money received by it except as the Notes Collateral Agent may agree in writing with the Issuers (and money held in trust by the Notes Collateral Agent need not be segregated from other funds except to the extent required by law) and (iii) may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such counsel. The grant of permissive rights or powers to the Notes Collateral Agent shall not be construed to impose duties to act.

(p) In no event shall the Notes Collateral Agent be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage or any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Notes Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

-126-

(q) The Notes Collateral Agent does not assume any responsibility for any failure or delay in performance or any breach by the Issuers or any other Grantor under this Indenture, the Intercreditor Agreement and the Security Documents. The Notes Collateral Agent shall not be responsible to the Holders or any other Person for any recitals, statements, information, representations or warranties contained in any Notes Documents or in any certificate, report, statement, or other document referred to or provided for in, or received by the Notes Collateral Agent under or in connection with, this Indenture, the Intercreditor Agreement or any Security Document; the execution, validity, genuineness, effectiveness or enforceability of the Intercreditor Agreement and any Security Documents of any other party thereto; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure of any obligor to perform its Obligations under this Indenture, the Intercreditor Agreement and the Security Documents. The Notes Collateral Agent shall have no obligation to any Holder or any other Person to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any obligor of any terms of this Indenture, the Intercreditor Agreement and the Security Documents, or the satisfaction of any conditions precedent contained in this Indenture, the Intercreditor Agreement and any Security Documents. The Notes Collateral Agent shall not be required to initiate or conduct any litigation or collection or other proceeding under this Indenture, the Intercreditor Agreement and the Security Documents unless expressly set forth hereunder or thereunder. The Notes Collateral Agent shall have the right at any time to seek instructions from the Holders with respect to the administration of the Notes Documents.

(r) The parties hereto and the Holders hereby agree and acknowledge that the Notes Collateral Agent shall not assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of this Indenture, the Intercreditor Agreement, the Security Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its rights under this Indenture, the Intercreditor Agreement and the Security Documents, the Notes Collateral Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Notes Collateral Agent in the Collateral, including without limitation the properties under the real property that constitute Collateral, and that any such actions taken by the Notes Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such Collateral, including without limitation the real properties that constitute Collateral, as those terms are defined in Section 101(20)(E) of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq., as amended.

(s) Upon the receipt by the Notes Collateral Agent of a written request of AMLLC signed by two Officers (a “Security Document Order”), the Notes Collateral Agent is hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee, any Security Document to be executed after the Issue Date. Such Security Document Order shall (i) state that it is being delivered to the Notes Collateral Agent pursuant to, and is a Security Document Order referred to in, this Section 11.09(s), and (ii) instruct the Notes Collateral Agent to execute and enter into such Security Document. Any such execution of a Security Document shall be at the direction and expense of the Issuers, upon delivery to the Notes Collateral Agent of an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent to the execution and delivery of the Security Document have been satisfied. The Holders, by their acceptance of the Notes, hereby authorize and direct the Notes Collateral Agent to execute such Security Documents.

(t) Subject to the provisions of the applicable Security Documents and the Intercreditor Agreement, each Holder, by acceptance of the Notes, agrees that the Notes Collateral Agent shall execute and deliver the Intercreditor Agreement and the Security Documents to which it is a party and all agreements, documents and instruments incidental thereto, and act in accordance with the terms thereof. For the avoidance of doubt, the Notes Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable.

-127-

(u) After the occurrence and during the continuance of an Event of Default, the Trustee may direct the Notes Collateral Agent in connection with any action required or permitted by this Indenture, the Security Documents or the Intercreditor Agreement.

(v) The Notes Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee and the Holders distributed under the Security Documents or the Intercreditor Agreement and to the extent not prohibited under the Intercreditor Agreement, for turnover to the Trustee to make further distributions of such funds to itself, the Trustee and the Holders in accordance with the provisions of Section 6.13 and the other provisions of this Indenture.

(w) In each case that Notes Collateral Agent may or is required hereunder or under any other Notes Document to take any action (an “Action”), including without limitation to make any determination, to give consents, to exercise rights, powers or remedies, to release or sell Collateral or otherwise to act hereunder or under any other Notes Document, the Notes Collateral Agent may seek direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. The Notes Collateral Agent shall not be liable with respect to any Action taken or omitted to be taken by it in accordance with the direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. If the Notes Collateral Agent shall request direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any Action, the Notes Collateral Agent shall be entitled to refrain from such Action unless and until the Notes Collateral Agent shall have received direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes, and the Notes Collateral Agent shall not incur liability to any Person by reason of so refraining.

(x) Notwithstanding anything to the contrary in this Indenture or any other Notes Document, in no event shall the Notes Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Indenture or the other Notes Documents (including without limitation the filing or continuation of any UCC financing or continuation statements or similar documents or instruments), nor shall the Notes Collateral Agent be responsible for, and the Notes Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents or the security interests or Liens intended to be created thereby. The Notes Collateral Agent makes no representation regarding the validity, effectiveness or enforceability of the Intercreditor Agreement or any subsequent intercreditor agreement.

(y) Before the Notes Collateral Agent acts or refrains from acting in each case at the request or direction of the Issuers or the Guarantors, or in connection with any Security Document, it may require an Officer’s Certificate and an Opinion of Counsel, which shall conform to the provisions of Section 13.05. The Notes Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

(z) Notwithstanding anything to the contrary contained herein, the Notes Collateral Agent shall act pursuant to the instructions of the Secured Parties solely with respect to the Security Documents and the Collateral.

-128-

(aa) The Issuers and the Guarantors, jointly and severally, shall indemnify the Notes Collateral Agent for, and hold the Notes Collateral Agent harmless against, any and all loss, damage, claim, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or the performance of its duties hereunder (including the costs and expenses of enforcing any Security Document against the Issuers or any of the Guarantors (including this Article 11) or defending itself against any claim whether asserted by any Holder, an Issuer or any Guarantor, any holder of Other Pari Passu Lien Obligations or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Notes Collateral Agent shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Notes Collateral Agent to so notify the Issuers shall not relieve the Issuers or any Guarantor of their obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Notes Collateral Agent may have separate counsel and the Issuers and the Guarantors shall pay the fees and expenses of such counsel. The Issuers and the Guarantors need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Notes Collateral Agent through the result of the Notes Collateral Agent’s own willful misconduct or gross negligence (as determined by a final, non-appealable judgment of a court of competent jurisdiction). The obligations of the Issuers and the Guarantors under this Section 11.09(aa) shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Notes Collateral Agent. To secure the payment obligations of the Issuers and the Guarantors in this Section 11.09(aa), the Notes Collateral Agent shall have a Lien prior to the Notes and rights of the Holders on all money or property held or collected by the Trustee or Notes Collateral Agent, except that held in trust to pay principal, premium, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

Section 11.10 Designations.

Except as provided in the next sentence, for purposes of the provisions hereof and the Intercreditor Agreement requiring AMLLC to designate Indebtedness for the purposes of the terms “Lenders Debt” and “Other Pari Passu Lien Obligations” or any other such designations hereunder or under the Intercreditor Agreement, any such designation shall be sufficient if the relevant designation is set forth in writing, signed on behalf of the Issuers by an Officer and delivered to the Trustee, the Notes Collateral Agent and the Bank Collateral Agent. For all purposes hereof and the Intercreditor Agreement, the Issuers hereby designate the Obligations pursuant to the Senior Credit Agreement as “Lenders Debt.”

Section 11.11 Limitations on Stock Collateral.

(a) Notwithstanding anything to the contrary in this Indenture, the Notes, any Security Document or the Intercreditor Agreement, the Capital Stock and other securities of any direct or indirect Subsidiary of AMLLC that are owned by AMLLC or any Guarantor will constitute Notes Collateral only to the extent that such Capital Stock and other securities can secure the Notes and/or the Guarantees without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency). In the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act requires or 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 AMLLC due to the fact that such Subsidiary’s Capital Stock and other securities secure the Notes and/or the Guarantees, then the Capital Stock and other securities of such Subsidiary shall automatically be deemed not to be part of the Notes Collateral (but only to the extent necessary to not be subject to such requirement). In such event, the Security Documents may be amended or modified, pursuant to Section 9.01 without the consent of any Holder of Notes or holder of Other Pari Passu Lien Obligations, to the extent necessary to release the first-priority security interests in the shares of Capital Stock and other securities that are so deemed to no longer constitute part of the Notes Collateral.

-129-

(b) In the event that Rule 3-10 or 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 and other securities to secure the Notes and/or the Guarantees 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 and other securities of such Subsidiary shall automatically be deemed to be a part of the Notes Collateral (but only to the extent necessary to not be subject to any such financial statement requirement). In such event, the Security Documents may be amended or modified, pursuant to Section 9.01,without the consent of any Holder of Notes or holder of Other Pari Passu Lien Obligations, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and other securities.

(c) Notwithstanding anything to the contrary in this Indenture, the Notes, any Security Document or the Intercreditor Agreement, the security interest in the Capital Stock of any Foreign Subsidiary will be required to be perfected only by the filing of UCC financing statements.

Section 11.12 Limitations on Certain Perfection Items.

Notwithstanding anything to the contrary in this Indenture, the Notes, any Security Document or the Intercreditor Agreement, the Issuers and their respective direct and indirect Subsidiaries shall not be required to deliver landlord lien waivers, estoppels or collateral access letters and shall not be required to (i) take actions to perfect by control, other than with respect to (a) control agreements with respect to securities and deposit accounts relating to ABL Collateral and (b) promissory notes, letter of credit rights and commercial tort claims, in each case of this clause (b) in excess, individually, of $5,000,000 or (ii) take any actions under laws outside the United States to grant, perfect or make enforceable any security interest.

ARTICLE 12

SATISFACTION AND DISCHARGE

Section 12.01 Satisfaction and Discharge.

This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, shall 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 Issuers and an 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 of the Notes, cash in U.S. dollars, 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 theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

-130-

(B) no Default (other than that resulting from borrowing funds to be applied to make such deposit or the grant of any Lien securing such borrowing or 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 or the Notes shall have occurred and be continuing 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, the Senior Credit Agreement or any other material agreement or instrument (other than this Indenture) to which an Issuer or any Guarantor is a party or by which an Issuer or any Guarantor is bound (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);

(C) the Issuers have paid or caused to be paid all sums payable by them under this Indenture; and

(D) the Issuers have delivered irrevocable instructions to the Trustee 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 Issuers must deliver an Officer’s 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 shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 12.01, the provisions of Section 12.02 and Section 8.06 shall survive.

Section 12.02 Application of Trust Money.

Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to Section 12.01 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 an Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest 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 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 Issuers’ 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; provided that if the Issuers have made any payment of principal of, premium or interest on any Notes because of the reinstatement of their obligations, the Issuers 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.

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 Trust Indenture Act Section 318(c), the imposed duties shall control.

-131-

Section 13.02 Notices.

Any notice or communication by an Issuer, any Guarantor, the Trustee or the Notes Collateral Agent to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address:

If to an Issuer and/or any Guarantor:

c/o Associated Materials, LLC
3773 State Road
Cuyahoga Falls, Ohio 44223
Fax No.: (330) 929-1811
Attention: General Counsel

If to the Trustee or the Notes Collateral Agent:

Wells Fargo Bank, National Association
1445 Ross Avenue — 2nd Floor
Dallas, TX 75202-2812
Fax No.: (214) 777-4086
Attention: Corporate Trust Administration

An Issuer, any Guarantor, the Trustee or the Notes Collateral Agent, 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) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee or the Notes Collateral Agent shall be deemed effective upon actual receipt thereof.

Any notice or communication to a Holder shall 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 shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall 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 Issuers mail a notice or communication to Holders, they shall mail a copy to the Trustee, the Notes Collateral Agent 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 Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

-132-

Section 13.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuers or such Guarantor, as the case may be, shall furnish to the Trustee or, if such action relates to a Security Document or the Intercreditor Agreement, the Notes Collateral Agent:

(a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee or the Notes Collateral Agent, as applicable (which shall include the statements set forth in Section 13.05) 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 satisfied; provided that an Officer’s Certificate shall not be required in connection with the issuance of Notes or the entering into any of the Notes Documents on the Issue Date; and

(b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee or the Notes Collateral Agent, as applicable (which shall include the statements set forth in Section 13.05), stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied; provided that an Opinion of Counsel shall not be required in connection with the issuance of Notes or the entering into any of the Notes Documents on the Issue Date.

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 Section 4.04 or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) 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;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

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.

-133-

Section 13.07 No Personal Liability of Directors, Officers, Employees, Incorporators, Members, Partners and Stockholders.

No director, officer, employee, incorporator, member, partner or stockholder of an Issuer or any Guarantor or any of their parent companies or entities shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Guarantees, the Security Documents, the Intercreditor Agreement or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 13.08 Governing Law.

THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 13.09 Waiver of Jury Trial.

EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 13.10 Force Majeure.

In no event shall the Trustee or the Notes Collateral Agent 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.

Section 13.11 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers or the Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.12 Successors.

All agreements of the Issuers in this Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.05.

Section 13.13 Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

-134-

Section 13.14 Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall 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 as to the parties hereto and may be used in lieu of the original 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 13.15 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 shall in no way modify or restrict any of the terms or provisions hereof.

Section 13.16 Intercreditor Agreement Governs.

Reference is made to the Intercreditor Agreement. Each Holder, by its acceptance of a Note, (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 the Notes Collateral Agent to enter into the Intercreditor Agreement as Notes Collateral Agent and on behalf of such Holder. The foregoing provisions are intended as an inducement to the lenders under the Senior Credit Agreement to extend credit and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement.

[Signatures on following page]

-135-

CAREY ACQUISITION CORP.
By:	/s/ Erik D. Ragatz
	Name:	Erik D. Ragatz
	Title:	President, Treasurer and Secretary
ASSOCIATED MATERIALS, LLC
By:	/s/ Stephen Graham
	Name:	Stephen Graham
	Title:	Vice President, Chief Financial Officer
CAREY NEW FINANCE, INC.
By:	/s/ Erik D. Ragatz
	Name:	Erik D. Ragatz
	Title:	President, Treasurer and Secretary

Signature Page to Indenture — 1

GENTEK HOLDINGS, LLC
By:	/s/ Stephen E. Graham
	Name:	Stephen E. Graham
	Title:	Vice President — Chief Financial Officer, Treasurer and Secretary

Signature Page to Indenture — 2

GENTEK BUILDING PRODUCTS, INC.
By:	/s/ Stephen E. Graham
	Name:	Stephen E. Graham
	Title:	Vice President — Chief Financial Officer, Treasurer and Secretary

Signature Page to Indenture — 3

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent
By:	/s/ John C. Stohlmann
	Name:	John C. Stohlmann
	Title:	Vice President

Signature Page to Indenture — 4

EXHIBIT A

[Face of Note]

[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]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

A-1

CUSIP [                    ]
ISIN [                    ]¹

[RULE 144A][REGULATION S] GLOBAL NOTE
representing up to
$[                    ]
9.125% Senior Secured Notes due 2017

No.  _____  [$                    ]

Carey Acquisition Corp.

and

Carey New Finance, Inc.

promise to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of                      United States Dollars] on November 1, 2017.

Interest Payment Dates: May 1 and November 1

Record Dates: April 15 and October 15

1	Rule 144A Note CUSIP: [                    ]
	Rule 144A Note ISIN: [                    ]
	Regulation S Note CUSIP: [                    ]
	Regulation S Note ISIN: [                    ]

A-2

IN WITNESS HEREOF, each of the Issuers has caused this instrument to be duly executed.

Dated:

CAREY ACQUISITION CORP.
By:
	Name:
	Title:
CAREY NEW FINANCE, INC.
By:
	Name:
	Title:

A-3

This is one of the Notes referred to in the within-mentioned Indenture:

Dated:	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
	By:
		Authorized Signatory

A-4

[Back of Note]

9.125% Senior Secured Notes due 2017

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Carey Acquisition Corp., a Delaware corporation and Carey New Finance, Inc., a Delaware limited liability company, promise to pay interest on the principal amount of this Note at 9.125% per annum from October 13, 2010 until maturity. Upon consummation of the Transactions, Associated Materials, LLC, a Delaware corporation, will assume the obligations of Carey Acquisition Corp. under this Note. The Issuers will pay interest semi-annually in arrears on May 1 and November 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 the first Interest Payment Date shall be May 1, 2011. The Issuers 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 interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2. METHOD OF PAYMENT. The Issuers will pay interest on the Notes, if any, to the Persons who are registered Holders of Notes at the close of business on the April 15 or October 15 (whether or not a Business Day), as the case may be, 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. Payment of 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 and interest, premium, if any, on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall 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 Issuers may change any Paying Agent or Registrar without prior written notice to the Holders. The Issuers or any of AMLLC’s Subsidiaries may act in as paying agent or registrar.

4. INDENTURE. The Issuers issued the Notes under an Indenture, dated as of October 13, 2010 (the “Indenture”), among Carey Acquisition Corp., Carey New Finance, Inc., AMLLC, the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of notes of the Issuers designated as their 9.125% senior secured notes due 2017. The Issuers may issue Additional Notes pursuant to Section 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act 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.

A-5

5. OPTIONAL REDEMPTION.

(a) Except as set forth below under clauses 5(b), 5(d) and 5(e) hereof, the Notes will not be redeemable at the Issuers’ option before November 1, 2013.

(b) At any time prior to November 1, 2013, the Issuers may redeem all or a part of the Notes, upon notice as described under Section 3.03 of the Indenture, 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, if any, to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(c) On and after November 1, 2013, the Issuers may redeem the Notes, in whole or in part, upon notice as described under Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated below:

Year	Percentage
2013		106.844	%
2014		104.563	%
2015		102.281	%
2016 and thereafter		100.000	%

(d) In addition, until November 1, 2013, the Issuers may, at their option, upon notice as described under Section 3.03 of the Indenture, on one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture at a redemption price equal to 109.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to AMLLC; provided that (a) at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) that each such redemption occurs within 120 days of the date of closing of each such Equity Offering.

(e) In addition, during any 12-month period prior to November 1, 2013, the Issuers shall be entitled to redeem up to 10% of the aggregate principal amount of the Notes issued under the Indenture at a redemption price equal to 103.000% of the aggregate principal amount thereof, plus accrued interest thereon, if any, to the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.07 of the Indenture.

6. MANDATORY REDEMPTION. The Issuers shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.

A-6

7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be electronically delivered or mailed by first-class mail, postage prepaid, at least 30 days but not more than 60 days before the redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 12 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

8. OFFERS TO REPURCHASE.

(a) Upon the occurrence of a Change of Control, the Issuers shall 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 equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.

(b) If the Issuers or any of its Restricted Subsidiaries consummates an Asset Sale, within 10 Business Days of each date that Excess Proceeds exceed $20,000,000, the Issuers shall make an Asset Sale Offer to all holders of the Notes, and, if required by the terms of any Other Pari Passu Lien Obligations, to the holders of such Other Pari Passu Lien Obligations, to purchase the maximum aggregate principal amount of the Notes and such Other Pari Passu Lien Obligations that is equal to $1,000 or an integral multiple thereof that may be purchased out of the Excess Proceeds or Excess ABL Proceeds, as applicable, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and such Other Pari Passu Lien Obligations tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Other Pari Passu Lien Obligations surrendered by such Holders and holders thereof exceeds the amount of Excess Proceeds or Excess ABL Proceeds, as applicable, the Issuers shall select the Notes and such Other Pari Passu Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Other Pari Passu Lien Obligations tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. After the Issuers or any Restricted Subsidiary have applied the Net Proceeds from any Asset Sale of any assets that do not constitute ABL Collateral, the balance of such Net Proceeds, if any, from such Asset Sale shall be released by the Notes Collateral Agent to the Issuers or such Restricted Subsidiary for use by the Issuers or such Restricted Subsidiary for any purpose not prohibited by the terms of the Indenture. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers 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.

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons 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 Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer, an Asset Sale Offer or other tender offer, in whole or in part, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.

A-7

10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate 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 continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if and so long as it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) and rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived. The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such event.

13. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

14. GOVERNING LAW. THE INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

15. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP 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.

A-8

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuers at the following address:

c/o Associated Materials, LLC
3773 State Road
Cuyahoga Falls, Ohio 44273
Fax No.: (330) 929-1811
Attention: General Counsel

A-9

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 Issuers. 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).

A-10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuers 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 this Note purchased by the Issuers 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)

Signature Guarantee:*                                         

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-11

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $                    . 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 or Definitive Note for an interest in this Global Note, have been made:

			Principal Amount of	Signature of
		Amount of increase	this Global Note	authorized officer of
	Amount of decrease	in Principal Amount	following such	Trustee or Note
Date of Exchange	in Principal Amount	of this Global Note	decrease or increase	Custodian

* This schedule should be included only if the Note is issued in global form.

A-12

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Associated Materials, LLC
3773 State Road
Cuyahoga Falls, Ohio 44223
Fax No.: (      ) [                    ]
Attention: [                    ]

Wells Fargo Bank, National Association
1445 Ross Avenue — 2nd Floor
Dallas, TX 75202-2812
Fax No.: (214) 777-4086
Attention: Corporate Trust Administration

Re: 9.125% Senior Secured Notes due 2017

Reference is hereby made to the Indenture, dated as of October 13, 2010 (the “Indenture”), among Carey Acquisition Corp., Carey New Finance, Inc., Associated Materials, LLC, Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                     (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                     in such Note[s] or interests (the “Transfer”), to                      (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. o CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

2. o CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.

B-1

3. o CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) o such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b) o such Transfer is being effected to an Issuer or a subsidiary thereof;

or

(c) o such Transfer is being effected pursuant to an effective registration statement under the Securities Act and, if applicable, in compliance with the prospectus delivery requirements of the Securities Act.

4. o CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a) o CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) o CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

B-2

(c) o CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                     

B-3

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) o a beneficial interest in the:

(i) o 144A Global Note (CUSIP [                    ]), or

(ii) o Regulation S Global Note (CUSIP [                    ]), or

(b) o a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) o a beneficial interest in the:

(i) o 144A Global Note (CUSIP [                    ]), or

(ii) o Regulation S Global Note (CUSIP [                    ]), or

(iii) o Unrestricted Global Note (CUSIP [                    ]); or

(b) o a Restricted Definitive Note; or

(c) o an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

Annex A-1

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Associated Materials, LLC
3773 State Road
Cuyahoga Falls, Ohio 44233
Fax No.: (      ) [                    ]
Attention: [                    ]

Wells Fargo Bank, National Association
1445 Ross Avenue — 2nd Floor
Dallas, TX 75202-2812
Fax No.: (214) 777-4086
Attention: Corporate Trust Administration

Re: 9¹/₈% Senior Secured Notes due 2017

Reference is hereby made to the Indenture, dated as of October 13, 2010 (the “Indenture”), among Carey Acquisition Corp., Carey New Finance, Inc., Associated Materials, LLC, the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                     (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                     in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

a) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

b) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-1

c) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

d) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

a) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

b) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [ ] 144A Global Note [ ] Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

C-2

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                     

C-3

EXHIBIT D

[FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

Supplemental Indenture (this “Supplemental Indenture”), dated as of                     , among                                          (the “Guaranteeing Subsidiary”), a subsidiary of Associated Materials, LLC, a Delaware limited liability company, and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of Carey Acquisition Corp., Carey New Finance, Inc., Associated Materials, LLC and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 13, 2010, providing for the issuance of an unlimited aggregate principal amount of 9.125% senior secured notes due 2017 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including Article 10 thereof.

(3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

D-1

(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(7) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

D-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:
	Name:
	Title:

D-3

EX-4.3

Exhibit 4.3

REGISTRATION RIGHTS AGREEMENT

Dated as of October 13, 2010

Among

CAREY ACQUISITION CORP.

CAREY NEW FINANCE, INC.

ASSOCIATED MATERIALS, LLC

THE GUARANTORS NAMED HEREIN

and

DEUTSCHE BANK SECURITIES INC.

UBS SECURITIES LLC

and

BARCLAYS CAPITAL INC.

9.125% Senior Secured Notes due 2017

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		18
8. Rule 144A		22
9. Underwritten Registrations		22
10. Miscellaneous		23

-i-

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is dated as of October 13, 2010, among CAREY ACQUISITION CORP., a Delaware corporation ( “Merger Sub”), CAREY NEW FINANCE, INC., a Delaware corporation (“Finance Sub”), ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (“AMLLC”), and the guarantors listed on the signature pages hereto, (each, a “Guarantor”, and collectively, the “Guarantors”). References to the “Company” refer to (x) before consummation of the Mergers (as defined in the Purchase Agreement (as defined below)), Merger Sub, and (y) after consummation of the Mergers, AMLLC. References to the “Company Issuers” refer to the Company and the Finance Sub on a joint and several basis. The Company Issuers and the Guarantors are collectively referred to as the “Issuers”, and DEUTSCHE BANK SECURITIES INC., as representative (the “Representative”) of the several initial purchasers (the “Initial Purchasers”) named on Schedule II to the Purchase Agreement.

This Agreement is entered into in connection with the Purchase Agreement, dated October 1, 2010, between the Company Issuers and the Initial Purchasers (the “Purchase Agreement”), which provides for, among other things, the sale by the Company Issuers to the Initial Purchasers of $730,000,000 aggregate principal amount of the Company Issuers’ 9.125% Senior Secured Notes Due 2017 (the “Notes”). The Notes are issued under an indenture, dated as of October 13, 2010 (as amended or supplemented from time to time, the “Indenture”), among the Company Issuers, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and as collateral agent. Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to unconditionally guarantee (collectively, the “Guarantees”) on a senior basis the Company Issuers’ 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 Company 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.

Company: See the introductory paragraphs hereto.

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.

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: October 13, 2010, the date of original issuance of the Notes.

Issuers: See the introductory paragraphs hereto.

New Guarantees: See Section 2(a) hereof.

Notes: See the introductory paragraphs hereto.

Participant: See Section 7(a) hereof.

-2-

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, (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, (iv) the later of (x) the date which is two years after the date the Notes were originally issued and (y) the date upon which such Note, Exchange Note (and the related Guarantees) or Private Exchange Note has been resold in compliance with Rule 144; provided such Note, Exchange Note or Private Exchange Note following such resale does not bear any restrictive legend relating to the Securities Act and does not bear a restricted CUSIP number and (v) the Exchange Offer is consummated and such Security (x) is not a Security as to which a valid request for a Private Exchange has been timely delivered to the Company and (y) was not validly tendered in and not withdrawn from the Exchange Offer at the time of the consummation thereof.

Registration Statement: Any registration statement of the Company Issuers that cover 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.

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 Company 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 Issuers shall use their 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 Issuers (the “Exchange Notes”), guaranteed, to the extent applicable, on an unsecured senior basis 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) which are 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 with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Company Issuers shall use their 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 sent to Holders; and (z) consummate the Exchange Offer as soon as practicable on or prior to the 360th day following the Issue Date.

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 Issuers 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 Issuers or, if it is an affiliate of the Company Issuers, 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 will receive the Exchange Securities for its own account in exchange for Securities that were acquired as a result of 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 Issuers 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.

(b) The Company Issuers 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 Issuers shall use their 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, 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 Issuers, 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 Issuers, 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.

In connection with the Exchange Offer, the Company Issuers 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 their respective 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 sent to Holders (or longer if required by applicable law);

(3) 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

-6-

(4) otherwise comply in all material respects with all laws, rules and regulations applicable to the Exchange Offer.

As soon as practicable after the close of the Exchange Offer and any Private Exchange, the Company Issuers 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 Issuers 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 Issuers; and (iii) all governmental approvals shall have been obtained, which approvals the Company Issuers deem necessary for the consummation of the Exchange Offer or Private Exchange.

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 Issuers are not permitted to effect the Exchange Offer, (ii) the Exchange Offer is not consummated within 360 days of the Issue Date, (iii) any holder of Private Exchange Notes so requests in writing to the Company Issuers 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 Issuers within the meaning of the Securities Act or, solely with respect to prospectus delivery requirements, as a Participating Broker Dealer) and so notifies the Company Issuers 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 Issuers 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.

-7-

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 Issuers 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 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 Issuers shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 180 days after the Shelf Registration is declared effective, (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 otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers (except any Initial Purchaser with respect to an unsold allotment of Notes) 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 Issuers 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 three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company Issuers 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 Issuers, would be detrimental to the Company Issuers 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.

-8-

(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 in the case of Shelf Suspension Period(s) permitted by this Agreement and other than because of the sale of all of the Securities registered thereunder), the Company Issuers shall use their 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 Issuers shall use their 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 Issuers 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 Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Company Issuers fail to fulfill their 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 Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) on or prior to the 360th day after the Issue Date the Company Issuers have neither (i) exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer nor (ii) if applicable, had a Shelf Registration Statement declared effective, or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time for more than 60 consecutive days 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 Registration Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for the 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 0.50% per annum) (such Additional Interest to be calculated by the Company Issuers) commencing on (x) the 361st day after the Issue Date in the case of (A) above or (y) the 61^st consecutive day on which such Shelf Registration ceases to be effective in the case of (B) above; provided, however, that additional interest may not accrue under more than one of the foregoing clauses at any one time; and provided, further, that upon the exchange of the Exchange Securities for all Securities validly tendered (in the case of clause (A)(i) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (A)(ii) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (2) 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 Issuers shall not be obligated to pay Additional Interest (i) provided in Sections 4(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof or (ii) on Notes that are not Registrable Securities.

-9-

(b) The Company Issuers 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 May 1 and November 1 (to the holders of record on the April 15 and October 1 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 Issuers 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 360 day 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 360.

5. Registration Procedures

In connection with the filing of any Registration Statement pursuant to Section 2 or 3 hereof, the Company Issuers shall effect such registrations to permit the sale of the securities covered thereby in accordance with the intended method or methods of disposition thereof, and pursuant thereto and in connection with any Registration Statement filed by the Company Issuers hereunder the Company Issuers shall:

(a) Prepare and file with the SEC, a Registration Statement or Registration Statements as prescribed by Section 2 or 3 hereof, and use their commercially reasonable efforts to cause each such Registration Statement to become effective 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 Issuers have 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 Issuers shall furnish to and afford counsel for the Holders of the Registrable Securities 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 Issuers 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.

-10-

(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 Issuers shall be deemed not to have used their commercially reasonable efforts to keep a Registration Statement effective if they voluntarily take 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 sell Exchange Securities during the Applicable Period relating thereto from whom the Company Issuers have 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 three 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 Issuers, one conformed copy of such Registration Statement or post-effective amendment including financial statements and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (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 Issuers contained in any agreement (including any underwriting agreement) contemplated by Section 5(m) hereof cease to be true and correct, (iv) of the receipt by the Company Issuers 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 Issuers’ determination that a post-effective amendment to a Registration Statement would be appropriate.

-11-

(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) as promptly as practicable 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 required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Company Issuers have 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 Issuers, one conformed copy of the Registration Statement or Registration Statements and each post-effective amendment thereto, including financial statements and schedules, and, if requested, all documents incorporated or deemed to be incorporated therein by reference and all exhibits.

(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 Issuers, as many copies of the Prospectus or Prospectuses (including each form of preliminary prospectus) and each amendment or supplement thereto and any documents incorporated by reference therein as such Persons may reasonably request; and, subject to the last paragraph of this Section 5, the Company Issuers hereby consent 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.

-12-

(h) Prior to any public offering of Registrable Securities 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 Issuers agree 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 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 Issuers shall not be required to (A) qualify generally to do business in any jurisdiction where they are 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 Issuers will cooperate in all respects with the filing of such Registration Statement and the granting of such approvals.

-13-

(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 Issuers, 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.

(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 Issuers (and, if necessary, any other independent certified public accountants of the Company Issuers, or of any business acquired by the Company Issuers, 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 Issuers (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 Issuers, 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.

-14-

(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, any selling Holder of such Registrable Securities being sold (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 selling Holder or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, or underwriter (any such Initial Purchasers, 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 Issuers and subsidiaries of the Company Issuers (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Company Issuers and any of their 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 Issuers and that they will not disclose any of the Records or Information that the Company Issuers determine, 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 Issuers of the potential disclosure of any information by such Inspector pursuant to clauses (i) or (ii) of this sentence to permit the Company Issuers 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.

-15-

(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 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 Issuers, 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 Issuers complying with Section 4.02 of the Indenture.

(q) Upon consummation of the Exchange Offer or a Private Exchange, obtain an opinion of counsel to the Company Issuers, in a form customary for underwritten transactions, addressed to the Trustee for the benefit of all Holders of Registrable Securities participating in the Exchange Offer or the Private Exchange, as the case may be, that the Exchange Securities or Private Exchange Notes (and the related Guarantees), as the case may be, the related guarantee and the related indenture constitute legal, valid and binding obligations of the Company Issuers, enforceable against the Company Issuers in accordance with their respective terms, subject to customary exceptions and qualifications. If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Registrable Securities by Holders to the Company Issuers (or to such other Person as directed by the Company Issuers), in exchange for the Exchange Securities or the Private Exchange Notes (and the related Guarantees), as the case may be, the Company Issuers 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 commercially 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”).

-16-

(s) Use its respective 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 Issuers may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Company Issuers such information regarding such seller and the distribution of such Registrable Securities as the Company Issuers may, from time to time, reasonably request. The Company Issuers 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 Issuers all information required to be disclosed in order to make the information previously furnished to the Company Issuers 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 Issuers, 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 Issuers, 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.

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 Issuers 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 Issuers 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 Issuers 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.

-17-

6. Registration Expenses

All fees and expenses incident to the performance of or compliance with this Agreement by the Company Issuers of their obligations under Sections 2, 3, 4, 5 and 8 shall be borne by the Company Issuers, 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 Exchange Securities)), (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 Issuers 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 Issuers) 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 Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the Company Issuers, (ix) internal expenses of the Company Issuers (including, without limitation, all salaries and expenses of officers and employees of the Company Issuers 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 (xii) 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.

7. Indemnification and Contribution.

(a) The Company Issuers 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 Issuers 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 Issuers 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,

-18-

except, in each case, insofar as such losses, claims, damages or liabilities arise 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 Issuers 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 Issuers 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 Company Issuers 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 Issuers 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 Issuers may otherwise have to the indemnified parties. The Company Issuers 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 Issuers 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 Issuers, the Guarantors, their respective directors (or equivalent), their respective officers who sign any Registration Statement and each person, if any, who controls the Company Issuers 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 Issuers, 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 Issuers 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 Issuers, 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

-19-

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. The Company Issuers and the Guarantors shall not, without the prior written consent of such Participant, effect any settlement or compromise of any pending or threatened proceeding in respect of which such Participant is or could have been a party, or indemnity could have been sought hereunder by such Participant, unless such settlement (A) includes an unconditional written release of such Participant, in form and substance reasonably satisfactory to such Participant, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of such Participant.

(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 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

-20-

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 Issuers 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. All fees and expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they are incurred.

(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 Issuers and the Guarantors on the one hand and such Participant on the other shall be

-21-

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 Issuers 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 Issuers 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 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 Issuers and the Guarantors, each officer of the Company Issuers and the Guarantors and each person, if any, who controls the Company Issuers 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 Issuers.

8. Rule 144A

The Company Issuers covenant and agree that they will use commercially reasonable efforts to file the reports required to be filed by them 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 Issuers are not required to file such reports, the Company Issuers will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Company Issuers further covenant and agree, 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 144A unless the Company Issuers are then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

9. Underwritten Registrations

The Company Issuers 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 Issuers.

-22-

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 Issuers have not as of the date hereof, and the Company Issuers shall not, after the date of this Agreement, enter into any agreement with respect to any of their 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 Issuers other issued and outstanding securities under any such agreements. The Company Issuers will not enter into any other agreement with respect to any of its securities which will grant to any Person piggy-back registration rights with respect to any Registration Statement.

(b) 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 Issuers, 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(b) 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.

-23-

(c) 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 at the address or addresses set forth in the Purchase Agreement;

	with a copy to:
	Cahill Gordon & Reindel llp 80 Pine Street New York, New York 10005 Facsimile No.: (212) 269-5420 Attention: John A. Tripodoro, Esq. Douglas S. Horowitz, Esq.
(ii)	if to the Initial Purchasers, at the address specified in Section 10(c)(i);
(iii)	if to the Company Issuers, at the address as follows:
	Associated Materials, LLC 3773 State Road Cuyahoga Falls, Ohio 44223 Facsimile No.: (330) 922-2296 Attention: Chief Financial Officer
	with a copy to:
	Simpson Thacher & Bartlett LLP 2550 Hanover Street Palo Alto, California 94304 Facsimile No.: (650) 251-5002 Attention: William B. Brentani, 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.

(d) 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.

-24-

(e) 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.

(f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(g) 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.

(h) 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 commercially 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.

(i) Notes Held by the Company Issuers or their Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company Issuers or their 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.

(j) 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.

(k) Entire Agreement. This Agreement (and solely as regards payment of Additional Interest, 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 and Initial Purchasers on the one hand and the Company Issuers 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.

-25-

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

The Company Issuers: CAREY ACQUISITION CORP.
By:	/s/ Erik D. Ragatz
	Name:	Erik D. Ragatz
	Title:	President, Treasurer and Secretary
CAREY NEW FINANCE, INC.
By:	/s/ Erik D. Ragatz
	Name:	Erik D. Ragatz
	Title:	President, Treasurer and Secretary
ASSOCIATED MATERIALS, LLC
By:	/s/ Stephen Graham
	Name:	Stephen Graham
	Title:	Vice President, Chief Financial Officer

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

[Signature Page to Registration Rights Agreement]

The Guarantors GENTEK HOLDINGS, LLC
By:	/s/ Stephen E. Graham
	Name:	Stephen E. Graham
	Title:	Vice President — Chief Financial Officer, Treasurer and Secretary

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

[Signature Page to Registration Rights Agreement]

The Guarantors GENTEK BUILDING PRODUCTS, INC.
By:	/s/ Stephen E. Graham
	Name:	Stephen E. Graham
	Title:	Vice President — Chief Financial Officer, Treasurer and Secretary

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

[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.

For itself and as Representatives of the other
several Initial Purchasers named in Schedule I
to the Purchase Agreement.

By:	/s/ Chris Blum
	Name:	Chris Blum
	Title:	Director
By:	/s/ David Lynch
	Name:	David Lynch
	Title:	Managing Director

[Signature Page to Registration Rights Agreement]

UBS SECURITIES LLC

For itself and as Representatives of the other
several Initial Purchasers named in Schedule I
to the Purchase Agreement.

By:	/s/ Peter Chomyonk
	Name:	Peter Chomyonk
	Title:	Director
By:	/s/ Ryan Munro
	Name:	Ryan Munro
	Title:	Director

[Signature Page to Registration Rights Agreement]

EX-10.1

Exhibit 10.1

EXECUTION VERSION

REVOLVING CREDIT AGREEMENT

Dated as of October 13, 2010

among

CAREY INTERMEDIATE HOLDINGS CORP.,
as Holdings,

ASSOCIATED MATERIALS, LLC,
GENTEK HOLDINGS, LLC and
GENTEK BUILDING PRODUCTS, INC.,
as US Borrowers,

ASSOCIATED MATERIALS CANADA LIMITED,
GENTEK CANADA HOLDINGS LIMITED and
GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP,
as Canadian Borrowers,

The Several Lenders
from Time to Time Parties Hereto,

UBS AG, STAMFORD BRANCH,
as US Administrative Agent, US Collateral Agent, as a US Letter of Credit Issuer
and as a Canadian Letter of Credit Issuer,

UBS AG CANADA BRANCH,
as Canadian Administrative Agent and Canadian Collateral Agent,

WELLS FARGO CAPITAL FINANCE, LLC,
as Co-Collateral Agent,

UBS LOAN FINANCE LLC,
as Swingline Lender,

DEUTSCHE BANK AG NEW YORK BRANCH,
as a US Letter of Credit Issuer,

DEUTSCHE BANK AG CANADA BRANCH
as a Canadian Letter of Credit Issuer,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a US Letter of Credit Issuer and as a Canadian Letter of Credit Issuer,

UBS SECURITIES LLC,
DEUTSCHE BANK SECURITIES INC. and
WELLS FARGO CAPITAL FINANCE, LLC,
as Joint Lead Arrangers and Joint Bookrunners

and

DEUTSCHE BANK SECURITIES INC. and
WELLS FARGO CAPITAL FINANCE, LLC,
as Co-Syndication Agents

1104405

TABLE OF CONTENTS

	Page
Section 1. Definitions
1.1 Defined Terms		2
1.2 Other Interpretive Provisions		50
1.3 Accounting Terms		50
1.4 Rounding		51
1.5 References to Agreements, Laws, etc.		51
1.6 Times of Day		51
1.7 Timing of Payment of Performance		51
1.8 Currency Equivalents Generally		51
1.9 UCC Terms		51
1.10 PPSA Terms		51
1.11 Classification of Loans and Borrowings		51
1.12 Interpretation in Québec		52
Section 2. Amount and Terms of Credit Facility
2.1 Loans		52
2.2 Minimum Amount of Each Borrowing; Maximum Number of Borrowings		54
2.3 Notice of Borrowing		54
2.4 Disbursement of Funds		54
2.5 Repayment of Loans; Evidence of Debt		56
2.6 Conversions and Continuations		57
2.7 Pro Rata Borrowings		58
2.8 Interest		58
2.9 Interest Periods		59
2.10 Increased Costs, Illegality, etc.		59
2.11 Compensation		61
2.12 Change of Lending Office		61
2.13 Notice of Certain Costs		61
2.14 Reserves, etc.		61
2.15 Incremental Facilities		62
2.16 Interest Act (Canada); Criminal Rate of Interest; Nominal Rate of Interest		63
2.17 The Company as Agent for Borrowers		64
2.18 Defaulting Lenders		64
2.19 Extensions of Revolving Credit Loans and Revolving Credit Commitments		66
2.20 Limitations on Additional Collateral		68
Section 3. Letters of Credit
3.1 Issuance of Letters of Credit		68
3.2 Letter of Credit Requests		68
3.3 Letter of Credit Participations		69
3.4 Agreement to Repay Letter of Credit Drawings		70
3.5 Increased Costs		71
3.6 New or Successor Letter of Credit Issuer		72
3.7 Cash Collateral		72
3.8 Existing Letters of Credit		73
3.9 Applicability of ISP and UCP		73
3.10 Conflict with Issuer Documents		73
3.11 Letters of Credit Issued for Restricted Subsidiaries		73

i

	Page
Section 4. Fees; Commitment Reductions and Terminations
4.1 Fees		73
4.2 Voluntary Reduction of Commitments		74
4.3 Mandatory Termination of Commitments		75
Section 5. Payments
5.1 Voluntary Prepayments		75
5.2 Mandatory Prepayments		75
5.3 Method and Place of Payment		76
5.4 Net Payments		76
5.5 Computations of Interest and Fees		78
5.6 Limit on Rate of Interest		79
Section 6. Conditions Precedent to Initial Credit Event
6.1 Credit Documents		79
6.2 Collateral		80
6.3 Legal Opinions		81
6.4 Structure and Terms of the Transactions		81
6.5 Closing Certificates		82
6.6 Corporate Proceedings		82
6.7 Corporate Documents		82
6.8 Fees and Expenses		82
6.9 Solvency Certificate		82
6.10 Financial Statements		82
6.11 Insurance Certificates		82
6.12 Company Material Adverse Effect		82
6.13 Representations and Warranties		82
6.14 Borrowing Base Certificate		83
6.15 PATRIOT ACT		83
Section 7. Conditions Precedent to All Credit Events
7.1 No Default; Representations and Warranties		83
7.2 Notice of Borrowing; Letter of Credit Request		83
7.3 Fixed Charge Coverage Ratio		83
Section 8. Representations, Warranties and Agreements
8.1 Corporate Status		83
8.2 Corporate Power and Authority; Enforceability		84
8.3 No Violation		84
8.4 Litigation		84
8.5 Margin Regulations		84
8.6 Governmental Approvals		84
8.7 Investment Company Act		84
8.8 True and Complete Disclosure		84
8.9 Financial Statements		85
8.10 Tax Returns and Payments, etc.		85
8.11 Compliance with ERISA and Canadian Pension Laws		85

ii

	Page
8.12 Subsidiaries		86
8.13 Intellectual Property		86
8.14 Environmental Laws		86
8.15 Properties, Assets and Rights		86
8.16 Solvency		87
8.17 Material Adverse Change		87
8.18 Anti-Terrorism Laws		87
8.19 Senior Debt		87
8.20 Use of Proceeds		87
Section 9. Affirmative Covenants
9.1 Information Covenants		87
9.2 Books, Records and Inspections		91
9.3 Maintenance of Insurance		91
9.4 Payment of Taxes		92
9.5 Consolidated Corporate Franchises		92
9.6 Compliance with Statutes		92
9.7 ERISA		92
9.8 Good Repair		92
9.9 End of Fiscal Years; Fiscal Quarters		93
9.10 Additional Borrowers, Guarantors and Grantors		93
9.11 Pledges of Additional Stock and Evidence of Indebtedness		93
9.12 Use of Proceeds		94
9.13 Changes in Business		94
9.14 Further Assurances		94
9.15 Designation of Subsidiaries		95
9.16 Cash Management		95
9.17 Post-Closing Covenants		97
Section 10. Negative Covenants
10.1 Limitation on Indebtedness		97
10.2 Limitation on Liens		100
10.3 Limitation on Fundamental Changes		102
10.4 Limitation on Sale of Assets		104
10.5 Limitation on Investments		105
10.6 Limitation on Dividends		107
10.7 Limitations on Debt Payments and Amendments		109
10.8 Limitations on Sale Leasebacks		109
10.9 Negative Pledge Clauses		109
10.10 Passive Holding Company		110
10.11 Financial Covenant		110
10.12 Transactions with Affiliates		110
Section 11. Events of Default
11.1 Payments		111
11.2 Representations, etc.		111
11.3 Covenants		111
11.4 Default Under Other Agreements		111
11.5 Bankruptcy, etc.		112
11.6 ERISA		112
11.7 Guarantee		112
11.8 Security Documents		112
11.9 Judgments		112
11.10 Change of Control		112
11.11 Borrower’s Right to Cure		113

iii

	Page
Section 12. The Administrative Agents and Collateral Agents
12.1 Appointment		113
12.2 Limited Duties		114
12.3 Binding Effect		114
12.4 Delegation of Duties		115
12.5 Exculpatory Provisions		115
12.6 Reliance by Administrative Agents		115
12.7 Notice of Default		115
12.8 Non-Reliance on the Administrative Agents and Other Lenders		116
12.9 Indemnification		116
12.10 UBS AG, STAMFORD BRANCH, UBS AG CANADA BRANCH and WELLS FARGO CAPITAL FINANCE, LLC in Their Individual Capacity		116
12.11 Successor Agent		116
12.12 Withholding Tax		117
12.13 Duties as Collateral Agents and as Paying Agent		117
12.14 Authorization to Release Liens and Guarantees		118
12.15 Collateral Agent Duties		118
Section 13. Miscellaneous
13.1 Amendments and Waivers		118
13.2 Notices and Other Communications; Facsimile Copies		119
13.3 No Waiver; Cumulative Remedies		119
13.4 Survival of Representations and Warranties		119
13.5 Payment of Expenses; Indemnification		120
13.6 Successors and Assigns; Participations and Assignments		121
13.7 Replacements of Lenders under Certain Circumstances		123
13.8 Payments Generally; Adjustments; Set-off		124
13.9 Counterparts		124
13.10 Severability		124
13.11 Integration		125
13.12 GOVERNING LAW		125
13.13 Submission to Jurisdiction; Waivers		125
13.14 Acknowledgments		125
13.15 WAIVERS OF JURY TRIAL		125
13.16 Confidentiality		126
13.17 Release of Collateral and Guarantee Obligations; Subordination of Liens		126
13.18 USA PATRIOT ACT		127
13.19 CURRENCY INDEMNITY		127

iv

SCHEDULES
Schedule 1.1(a)	Commitments and Addresses of Lenders
Schedule 1.1(b)	Mortgaged Property
Schedule 1.1(c)	Existing Letters of Credit
Schedule 6.4(d)	Indebtedness to Be Refinanced on the Closing Date
Schedule 8.12	Subsidiaries
Schedule 8.15	Owned Real Property
Schedule 9.17	Post-Closing Covenants
Schedule 10.1	Indebtedness
Schedule 10.2	Liens
Schedule 10.4	Dispositions
Schedule 10.5	Investments
Schedule 10.9	Negative Pledge Clauses
Schedule 10.12	Transactions with Affiliates
Schedule 13.2	Addresses for Notices
EXHIBITS
Exhibit A	Form of Assignment and Acceptance
Exhibit B-1	Form of US Guarantee
Exhibit B-2	Form of Canadian Guarantee
Exhibit C-1	Form of US Mortgage
Exhibit C-2	Form of Canadian Mortgage
Exhibit D	Form of Perfection Certificate
Exhibit E-1	Form of US Security Agreement
Exhibit E-2	Form of Canadian Security Agreement
Exhibit E-3	Form of US Pledge Agreement
Exhibit E-4	Form of Canadian Pledge Agreement - Canadian Credit Parties
Exhibit E-5	Form of Canadian Pledge Agreement - US Credit Parties
Exhibit F-1	Form of Notice of Borrowing
Exhibit F-2	Form of Letter of Credit Request
Exhibit G-1	Form of Legal Opinion of Simpson Thacher & Bartlett LLP
Exhibit G-2	Form of Osler, Hoskin & Harcourt LLP
Exhibit H	Form of Closing Certificate
Exhibit I	Form of Promissory Note (Revolving Credit and Swingline Loans)
Exhibit J-1	Form of US Intercompany Note
Exhibit J-2	Form of Canadian Intercompany Note
Exhibit K	Form of Borrowing Base Certificate
Exhibit L	Form of Loss Sharing Agreement
Exhibit M	Form of Joinder Agreement
Exhibit N	Form of Solvency Certificate
Exhibit O	Form of Intercreditor Agreement
Exhibit P	Form of United States Tax Compliance Certificate

v

REVOLVING CREDIT AGREEMENT, dated as of October 13, 2010, among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“Holdings”, as hereinafter further defined), ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (the “Company”), GENTEK HOLDINGS, LLC, a Delaware limited liability company, and GENTEK BUILDING PRODUCTS, INC., a Delaware corporation (each together with the Company, individually, a “US Borrower” and collectively, the “US Borrowers”, as hereinafter further defined), ASSOCIATED MATERIALS CANADA LIMITED, an Ontario corporation, GENTEK CANADA HOLDINGS LIMITED, an Ontario corporation, and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP, an Ontario limited partnership (each individually, a “Canadian Borrower” and, collectively, the “Canadian Borrowers”, as hereinafter further defined; the Canadian Borrowers, together with the US Borrowers, each individually, a “Borrower” and, collectively, the “Borrowers”), the banks, financial institutions and other institutional lenders and investors from time to time parties hereto (each individually, a “Lender” and collectively, the “Lenders”), UBS LOAN FINANCE LLC, as Swingline Lender, UBS AG, STAMFORD BRANCH, as US Administrative Agent, US Collateral Agent, as a US Letter of Credit Issuer and a Canadian Letter of Credit Issuer, UBS AG CANADA BRANCH, as Canadian Administrative Agent and Canadian Collateral Agent, WELLS FARGO CAPITAL FINANCE, LLC, as Co-Collateral Agent, DEUTSCHE BANK AG NEW YORK BRANCH, as a US Letter of Credit Issuer, DEUTSCHE BANK AG CANADA BRANCH, as a Canadian Letter of Credit Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as a US Letter of Credit Issuer and as a Canadian Letter of Credit Issuer.

RECITALS:

WHEREAS, capitalized terms used and not defined in the preamble and these recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, pursuant to the Purchase Agreement, Merger Sub will be merged with and into AMH Holdings II, Inc., a Delaware corporation (the “Target”), in accordance with the terms thereof, with the Target surviving such merger (the “First Merger”);

WHEREAS, immediately after giving effect to the First Merger, the following upstream and downstream mergers will occur: (i) Associated Materials Holdings, LLC will merge with and into AMH Holdings, LLC, with AMH Holdings, LLC as the surviving entity, (ii) AMH Holdings, LLC will merge with and into the Target, with the Target as the surviving entity and (iii) the Target will merge with and into the Company, with the Company as the surviving entity (collectively, the “Secondary Mergers” and, together with the First Merger, the “Mergers”);

WHEREAS, in order to fund, in part, the Merger Funds, the Investors will directly or indirectly make cash equity contributions (the “Equity Contribution”) to Merger Sub (through Parent and Holdings) in an aggregate amount equal to, when combined with the fair market value of the Capital Stock (and any options or warrants or stock appreciation or similar rights issued with respect to such Capital Stock) of the Target owned by management and existing shareholders of the Target and its Subsidiaries rolled over or invested in connection with the Transactions, at least 35% of the total pro forma debt and equity capitalization of Target and its Subsidiaries on the Closing Date, after giving pro forma effect to the Transactions;

WHEREAS, in order to fund, in part, the Merger Funds, the Company will issue, together with Carey New Finance, Inc., $730,000,000 in aggregate principal amount of the Senior Secured Notes pursuant to the Senior Secured Notes Indenture; and

WHEREAS, in connection with the foregoing, the Borrowers and Holdings have requested that the Lenders, Swingline Lender and Letter of Credit Issuers make available Revolving Credit Loans, Letters of Credit and/or Swingline Loans for the purposes specified in this Agreement in the maximum aggregate principal amount of $225,000,000 (as such amount may be adjusted pursuant to the terms of this Agreement).

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. Definitions

1.1 Defined Terms. As used herein, the following terms shall have the meanings specified in this Section 1.1 unless the context otherwise requires:

“ABR” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Eurodollar Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided that, for the avoidance of doubt, for purposes of calculating the Eurodollar Rate pursuant to clause (c) above, the Eurodollar Rate for any day shall be based on the rate per annum appearing at approximately 11:00 a.m. (London time) on such day on the Reuters Screen LIBOR01 page for a period equal to one-month. If the US Administrative Agent is unable to ascertain the Federal Funds Effective Rate due to its inability to obtain sufficient quotations in accordance with the definition thereof, after notice is provided to the Company, the ABR shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate for an Interest Period of one month shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate or such Eurodollar Rate, respectively.

“ABR Loan” shall mean each Loan bearing interest at the rate provided in Section 2.8(a)(i) and, in any event, shall include all Swingline Loans denominated in US Dollars.

“Additional Agreement” shall have the meaning provided in Section 2.19(c).

“Account Debtor” shall mean an “account debtor” as defined in Article 9 of the UCC or any Person who may become obligated to any Borrower under, with respect to, or on account of, an Account, chattel paper, intangibles or general intangibles of such Borrower (including a payment intangible) or any guarantor of performance of an Account.

“Accounts” shall mean all “accounts,” as such term is defined in the UCC or PPSA, as applicable, now owned or hereafter acquired by any Borrower, including (a) all accounts receivable, other receivables, book debts and other forms of obligations (other than forms of obligations evidenced by chattel paper or instruments), (including any such obligations that may be characterized as an account or contract right under the UCC or the PPSA, as applicable), (b) all of each Borrower’s rights in, to and under all purchase orders or receipts for merchandise, goods or services, (c) all of each Borrower’s rights to any goods represented by any of the foregoing (including unpaid sellers’ rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), (d) all rights to payment due to any Borrower for property sold, leased, licensed, assigned or otherwise Disposed of, for a policy of insurance issued or to be issued, for a secondary obligation incurred or to be incurred, for energy provided or to be provided, for the use or hire of a vessel under a charter or other contract, arising out of the use of a credit card or charge card, or for services rendered or to be rendered by such Borrower or in connection with any other transaction (whether or not yet earned by performance on the part of such Borrower), (e) all healthcare insurance receivables, and (f) all collateral security of any kind, now or hereafter in existence, given by any Account Debtor or other Person with respect to any of the foregoing.

“Acquired EBITDA” shall mean, with respect to any Pro Forma Entity for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined as if references to the Company and its Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” were references to such Pro Forma Entity and its Subsidiaries which will become Restricted Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity.

“Acquired Entity or Business” shall have the meaning provided in the definition of the term “Consolidated EBITDA”.

“Activation Notice” shall mean a US Activation Notice or a Canadian Activation Notice, as the context may require.

“Adjusted Total Revolving Credit Commitment” shall mean, at any time, the Total Revolving Credit Commitment less the aggregate Revolving Credit Commitments of all Defaulting Lenders.

“Adjustment Date” shall mean with respect to the determinations of the Applicable Margin, the Average Excess Availability and the Average Revolving Credit Loan Utilization, the last Business Day of each March, June, September and December.

“Administrative Agents” shall mean the US Administrative Agent and/or the Canadian Administrative Agent, as context may require.

“Administrative Agents Fee Letter” shall mean the fee letter dated the Closing Date addressed to the Company from the US Administrative Agent and the Canadian Administrative Agent and accepted by the Company on October 13, 2010, with respect to certain fees to be paid from time to time to the Administrative Agents.

“Affiliate” shall mean, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

2

“Agents” shall mean the US Administrative Agent, the US Collateral Agent, the Canadian Administrative Agent, the Canadian Collateral Agent and the Co-Collateral Agent.

“Agreement” shall mean this Revolving Credit Agreement.

“Applicable Laws” shall mean, as to any Person, any law (including common law), statute, regulation, ordinance, rule, order, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority, in each case applicable to or binding on such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

“Applicable Margin” shall mean, for any day, with respect to any Eurodollar Loan, ABR Loan, Canadian Base Rate Loan or CDOR Rate Loan, the applicable percentage per annum set forth below under the caption “Applicable Eurodollar Rate Margin”, “Applicable ABR Rate Margin” and “Applicable Canadian Base Rate Margin” and “Applicable CDOR Rate Margin”, as the case may be, based upon the Average Excess Availability as of the most recent Adjustment Date; provided that until the first Adjustment Date occurring on or after the date that is three (3) months after the Closing Date, the “Applicable Margin” shall be the applicable percentage per annum set forth below under Tier 2:

					Applicable
					ABR Rate Margin
					and Applicable
		Applicable			Canadian			Applicable
	Average	Eurodollar			Base			CDOR Rate
Tier	Excess Availability	Rate Margin			Rate Margin			Margin
1	≥ 66%		2.50	%		1.50	%		2.50	%
2	< 66% but ≥ 33%		2.75	%		1.75	%		2.75	%
3	< 33%		3.00	%		2.00	%		3.00	%

The Applicable Margin shall be adjusted every three months on each Adjustment Date based upon the Average Excess Availability in accordance with the table above.

“Approved Fund” shall have the meaning provided in Section 13.6(b).

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee and approved by the parties that are required to consent to such Assignment and Acceptance in accordance with Section 13.6(b) and substantially in the form of Exhibit A.

“Authorized Officer” shall mean the Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Treasurer, the Assistant Treasurer, with respect to certain limited liability companies or partnerships that do not have officers, any manager, managing member or general partner thereof, any other senior officer of Holdings, the Borrowers or any other Credit Party designated as such in writing to the US Administrative Agent and the Canadian Administrative Agent by Holdings, the Borrowers or any other Credit Party, as applicable, and, with respect to any document (other than the solvency certificate) delivered on the Closing Date, the Secretary or the Assistant Secretary of any Credit Party. Any document delivered hereunder that is signed by an Authorized Officer shall be conclusively presumed to have been authorized by all necessary corporate, limited liability company, partnership and/or other action on the part of Holdings, the Borrowers or any other Credit Party and such Authorized Officer shall be conclusively presumed to have acted on behalf of such Person.

“Auto-Extension Letter of Credit” shall have the meaning provided in Section 3.2(b).

“Available Revolving Credit Commitment” shall mean, at any time, the Total Revolving Credit Commitment then in effect minus the aggregate Revolving Credit Exposure at such time; provided that, in calculating the aggregate Revolving Credit Exposure for purposes of determining the Available Revolving Credit Commitment pursuant to Section 4.1(a), the aggregate principal amount of Swingline Loans and Permitted Overadvances shall be deemed to be zero.

3

“Average Excess Availability” shall mean, at any Adjustment Date, the sum of (a) the daily average of the US Excess Availability and (b) the daily average of the Canadian Excess Availability, expressed as a percentage of the sum of (a) the US Maximum Amount and (b) the Canadian Maximum Amount for the three-month period immediately preceding such Adjustment Date.

“Average Revolving Credit Loan Utilization” shall mean, at any Adjustment Date, the average daily aggregate Revolving Credit Exposure of all Lenders (excluding any Revolving Credit Exposure resulting from any outstanding Swingline Loans or Permitted Overadvances) for the three-month period immediately preceding such Adjustment Date (or, if less, the period from the Closing Date to such Adjustment Date), divided by the Total Revolving Credit Commitment at such time.

“Bank Product Reserve” shall mean a Reserve in respect of the then-outstanding Obligations of the types described in clauses (d) and (e) of the definition of “US Obligations” or “Canadian Obligations,” as applicable, as established from time to time by the US Administrative Agent or Canadian Administrative Agent, as applicable, and the Co-Collateral Agent, in any case upon the request of the Company.

“Bankruptcy Code” shall mean Title 11 of the United States Code, as amended, or any similar federal or state, foreign, provincial or territorial law for the relief of debtors, including the BIA and the Companies Creditors Arrangement AC (Canada) and the Winding Up and Restructuring Act (Canada).

“BIA” means Bankruptcy and Insolvency Act (Canada).

“Blocked Accounts” shall have the meaning provided in Section 9.16(a).

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrowers” shall mean, collectively, the Canadian Borrowers and the US Borrowers.

“Borrowing” shall mean and include (a) the incurrence of one Type of US Revolving Credit Loan or Canadian Revolving Credit Loan on a given date (or resulting from conversions of US Revolving Credit Loans or Canadian Revolving Credit Loans on a given date) having, in the case of Eurodollar Loans or CDOR Rate Loans, the same Interest Period (provided that ABR Loans and Canadian Base Rate Loans incurred pursuant to Section 2.10 shall be considered part of any related Borrowing of Eurodollar Loans or CDOR Rate Loans, as applicable), (b) the incurrence of Swingline Loans from the Swingline Lender on a given date and (c) any Permitted Overadvance.

“Borrowing Base” shall mean, as of any date, an amount equal to the sum at such time of (without duplication) the US Borrowing Base and the Canadian Borrowing Base.

“Borrowing Base Certificate” shall mean a certificate, executed by an Authorized Officer of the Company, substantially in the form of (or in such other form as may be mutually agreed upon by the Company, the US Administrative Agent, the Canadian Administrative Agent and the Co-Collateral Agent), and containing the information prescribed by, Exhibit K, delivered to the US Administrative Agent, the Canadian Administrative Agent and the Co-Collateral Agent and setting forth the Company’s calculation of the Borrowing Base in accordance with Section 9.1(k).

“Business Day” shall mean (a) any day excluding Saturday, Sunday and any day that shall be in The City of New York a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close, (b) if the applicable Business Day relates to any Eurodollar Loans, any day on which dealings in deposits in US Dollars are carried on in the London interbank eurodollar market and (c) if the applicable day relates to the Canadian Credit Facility, the term “Business Day” shall also exclude any day that shall be in Toronto, Canada a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close.

“Canadian Activation Notice” shall have the meaning provided in Section 9.16(b)(i).

“Canadian Administrative Agent” shall mean UBS AG Canada Branch, or any successor to UBS AG Canada Branch appointed in accordance with the provisions of Section 12.11, together with its affiliates, as the Canadian Administrative Agent for the Lenders under this Agreement and the other Credit Documents.

4

“Canadian Administrative Agent’s Office” shall mean the office of the Canadian Administrative Agent located at c/o UBS AG, Stamford Branch, 677 Washington Boulevard, Stamford, Connecticut 06901, or such other office as the Canadian Administrative Agent may hereafter designate in writing as such to the other parties hereto.

“Canadian Adjusted Total Revolving Credit Commitment” shall mean, at any time, the Canadian Total Revolving Credit Commitment less the aggregate Canadian Revolving Credit Commitments of all Defaulting Lenders.

“Canadian Base Rate” shall mean, at any time, the annual rate of interest equal to the greater of (a) the annual rate from time to time publicly announced by the Canadian Reference Bank as its prime rate in effect for determining interest rates on Canadian Dollar denominated commercial loans in Canada or (b) the annual rate of interest equal to the sum of the 30-day CDOR Rate at such time plus 1% percent per annum.

“Canadian Base Rate Loans” shall mean each Loan bearing interest at the rate provided in Section 2.8(a)(ii) and, in any event, shall include all Swingline Loans denominated in Canadian Dollars.

“Canadian Borrowers” shall mean (a) Associated Materials Canada Limited, (b) Gentek Canada Holdings Limited, (c) Gentek Building Products Limited Partnership and (d) any other Person that at any time after the Closing Date becomes a Canadian Borrower pursuant to the terms of Section 9.10.

“Canadian Borrowing Base” shall mean, as of any date, an amount equal to the sum at such time of (without duplication):

(a) 85% multiplied by the book value of the Canadian Borrowers’ Eligible Accounts at such time; plus

(b) 85% multiplied by the Net Orderly Liquidation Value Percentage of the Canadian Borrowers’ Eligible Inventory; plus

(c) the Fixed Asset Loan Value of the Canadian Borrowers multiplied by the FALV Amortization Factor; provided that in no event shall the amount calculated pursuant to this clause (c) exceed $20.0 million, plus

(d) at the option of the Company, an amount not to exceed the amount, if any, by which the US Borrowing Base at such time exceeds the US Total Revolving Credit Outstandings; provided that, for purposes of determining Excess Availability and making other determinations pursuant to this Agreement, amounts included pursuant to this clause (d) may not be included in the US Borrowing Base,

in each case less (i) any Priority Payables and (ii) any Reserve established or modified from time to time by the Canadian Administrative Agent and the Co-Collateral Agent in the exercise of their Permitted Discretion in accordance with the provisions of Section 2.14.

The Canadian Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate theretofor delivered to the Canadian Administrative Agent and the Co-Collateral Agent with such adjustments as the Canadian Administrative Agent and the Co-Collateral Agent deem appropriate in their Permitted Discretion to assure that the Canadian Borrowing Base is calculated in accordance with the terms of this Agreement.

“Canadian Collateral Agent” shall mean UBS AG Canada Branch, or any successor thereto appointed in accordance with the provisions of Section 12.11, together with its affiliates, as the Canadian Collateral Agent for the Secured Parties under this Agreement and the other Credit Documents.

“Canadian Collection Account” shall have the meaning provided in Section 9.16(b)(i).

“Canadian Concentration Account” shall have the meaning provided in Section 9.16(b)(i).

“Canadian Concentration Account Bank” shall have the meaning provided in Section 9.16(b)(i).

“Canadian Credit Facility” shall mean the Canadian Revolving Credit Loans and Canadian Letters of Credit provided to or for the benefit of the Canadian Borrowers pursuant to Sections 2 and 3 hereof.

“Canadian Credit Parties” shall mean the Canadian Borrowers and the Canadian Guarantors; each sometimes being referred to individually as a “Canadian Credit Party”.

5

“Canadian Dollars” or “Cdn$” shall mean dollars in lawful currency of Canada.

“Canadian Excess Availability” shall mean an amount equal to the Canadian Maximum Amount less the Canadian Total Revolving Credit Outstandings.

“Canadian Guarantee” shall mean the Guarantee, made by each Canadian Guarantor in favor of the Canadian Collateral Agent for the benefit of the Secured Parties, substantially in the form of Exhibit B-2.

“Canadian Guarantors” shall mean (a) each Canadian Subsidiary (other than an Excluded Subsidiary) on the Closing Date, and (b) each Canadian Subsidiary (other than an Excluded Subsidiary) that becomes a party to the Canadian Guarantee after the Closing Date pursuant to Section 9.10.

“Canadian Intercompany Note” shall mean the Intercompany Subordinated Note, dated as of the Closing Date, substantially in the form of Exhibit J-2 hereto executed by Holdings, the Company and each other Restricted Subsidiary of the Company.

“Canadian Lender” shall mean, at any time, each Lender having a Canadian Revolving Credit Commitment or holding a Canadian Revolving Credit Loan (or Canadian Letter of Credit Exposure) made to any Canadian Borrower owing to it at such time; sometimes being referred to herein collectively as “Canadian Lenders”.

“Canadian Letter of Credit” shall have the meaning provided in Section 3.1(a).

“Canadian Letter of Credit Exposure” shall mean, with respect to any Canadian Lender, at any time, the sum of (a) the US Dollar Equivalent of the amount of any Canadian Unpaid Drawings in respect of which such Canadian Lender has made (or is required to have made) Canadian Revolving Credit Loans pursuant to Section 3.4(b) at such time and (b) such Canadian Lender’s Revolving Credit Commitment Percentage of the Canadian Letters of Credit Outstanding at such time (excluding the portion thereof consisting of Canadian Unpaid Drawings in respect of which the Canadian Lenders have made (or are required to have made) Canadian Revolving Credit Loans pursuant to Section 3.4(b)).

“Canadian Letter of Credit Issuer” shall mean (a) UBS AG, Stamford Branch, (b) Wells Fargo Bank, National Association for the Canadian Letters of Credit on Schedule 1.1(c) only, (c) Deutsche Bank AG Canada Branch and (d) in each case, any one or more Persons who shall become a Canadian Letter of Credit Issuer pursuant to Section 3.6. Any Canadian Letter of Credit Issuer may, in its discretion, arrange for one or more Canadian Letters of Credit to be issued by Affiliates of the Letter of Credit Issuer, and in each such case the term “Canadian Letter of Credit Issuer” shall include any such Affiliate with respect to Canadian Letters of Credit issued by such Affiliate. In the event that there is more than one Canadian Letter of Credit Issuer at any time, references herein and in the other Credit Documents to the Canadian Letter of Credit Issuer shall be deemed to refer to the Letter of Credit Issuer in respect of the applicable Canadian Letter of Credit or to all Canadian Letter of Credit Issuers, as the context requires. For the avoidance of doubt, Wells Fargo Bank, National Association will be under no obligation to issue any Canadian Letters of Credit other than the Canadian Letters of Credit listed on Schedule 1.1(c).

“Canadian Letter of Credit Participants” shall have the meaning provided in Section 3.3(a).

“Canadian Letter of Credit Participation” shall have the meaning provided in Section 3.3(a).

“Canadian Letter of Credit Sub-Limit” shall mean $3,000,000, as the same may be reduced from time to time pursuant to Section 4.2.

“Canadian Letters of Credit Outstanding” shall mean, at any time, the sum of, without duplication, (a) the US Dollar Equivalent of the aggregate Stated Amount of all outstanding Canadian Letters of Credit and (b) the US Dollar Equivalent of the aggregate amount of all Canadian Unpaid Drawings in respect of all Canadian Letters of Credit.

“Canadian Maximum Amount” shall mean the lesser of (i) the US Dollar Equivalent of the Canadian Borrowing Base in effect from time to time and (ii) the Canadian Total Revolving Credit Commitment in effect from time to time.

6

“Canadian Obligations” shall mean the collective reference to:

(a) the due and punctual payment of (i) the principal of and premium, if any, and interest at the applicable rate provided in this Agreement (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans made to the Canadian Borrowers, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by a Canadian Borrower under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide Cash Collateral, and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Canadian Borrowers or any other Canadian Credit Party to any of the Secured Parties under this Agreement and the other Credit Documents,

(b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Canadian Borrowers under or pursuant to this Agreement and the other Credit Documents,

(c) the due and punctual payment and performance of all the covenants, agreements, and liabilities of each Canadian Credit Party or any Restricted Subsidiary thereof under or pursuant to this Agreement or the other Credit Documents,

(d) the due and punctual payment and performance of all Cash Management Obligations of a Canadian Credit Party or any Restricted Subsidiary thereof under each Secured Cash Management Agreement and

(e) the due and punctual payment and performance of all Hedging Obligations of a Canadian Credit Party or any Restricted Subsidiary thereof under each Secured Hedging Agreement.

Notwithstanding the foregoing, (i) the obligations of a Canadian Credit Party or any Restricted Subsidiary thereof under any Secured Cash Management Agreement and Secured Hedging Agreement shall be secured and guaranteed pursuant to the Security Documents and the Guarantees only to the extent that, and for so long as, the other Canadian Obligations are so secured and guaranteed and (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement and the other Credit Document shall not require the consent of the holders of the Cash Management Obligations under Secured Cash Management Agreements or the consent of the holders of the Hedging Obligations under Secured Hedging Agreements.

“Canadian Pension Plan” shall mean each pension plan required to be registered under Canadian federal or provincial law which is maintained or contributed to by, or to which there is or may be an obligation to contribute by, any Borrower or Guarantor in respect of any Person’s employment in Canada with such Borrower or Guarantor, but does not include the Canada Pension Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province of Quebec, respectively.

“Canadian Permitted Liens” shall mean:

(a) the reservations, limitations, provisos and conditions expressed in any original grants from Her Majesty the Queen in Right of Canada, her agency or authority, in respect of real or immoveable property;

(b) Purchase Money Security Interests (as defined in the PPSA);

(c) unregistered Liens, charges, claims, security interests or other encumbrances of any nature claimed or held by Her Majesty the Queen in Right of Canada, her agency or authority, any province, any municipality or any political subdivision thereof, under or pursuant to any Applicable Law, other than unregistered Liens for public utilities and realty taxes, workplace safety payments, payroll, health care, income and other similar taxes which are due and payable;

(d) the exceptions and qualifications contained in paragraphs 6 and 7 of Section 44(1) of the Land Titles Act (Ontario), other than paragraphs 1, 2, 3, 4 and 11 thereof.

“Canadian Permitted Overadvance” shall have the meaning provided in Section 2.1(d).

“Canadian Pledge Agreement — Canadian Credit Parties” shall mean the Canadian Pledge Agreement, entered into by the Canadian Borrowers, the other pledgors party thereto and the Canadian Collateral Agent for the benefit of the Secured Parties, substantially in the form of Exhibit E-4.

7

“Canadian Pledge Agreement - US Credit Parties” shall mean the Canadian Pledge Agreement, entered into by Gentek Building Products, Inc. and the US Collateral Agent for the benefit of the Secured Parties, subtantially in the form of Exhibit E-5.

“Canadian Reference Bank” shall mean Toronto Dominion Bank (Toronto).

“Canadian Revolving Credit Commitment” shall mean (a) with respect to each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1.1(a) as such Lender’s “Canadian Revolving Credit Commitment”, (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as such Lender’s “Canadian Revolving Credit Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the Canadian Total Revolving Credit Commitment and (c) in the case of any Lender that increases its Canadian Revolving Credit Commitment or becomes a New Canadian Revolving Credit Lender, in each case pursuant to Section 2.15 the amount specified in the applicable Joinder Agreement, in each case as such Canadian Revolving Credit Commitment may be reduced or increased from time to time as permitted hereunder. The aggregate amount of the Canadian Revolving Credit Commitments as of the date hereof is $75,000,000.

“Canadian Revolving Credit Exposure” shall mean, with respect to any Canadian Lender at any time, the sum of (a) the aggregate principal amount of the Canadian Revolving Credit Loans of such Canadian Lender then outstanding and (b) such Canadian Lender’s Canadian Letter of Credit Exposure at such time.

“Canadian Revolving Credit Loan” shall have the meaning provided in Section 2.1(a)(ii).

“Canadian Security Agreement” shall mean the collective reference to (a) the Canadian Security Agreement, entered into by the Canadian Borrowers, the other grantors party thereto and the Canadian Collateral Agent for the benefit of the Secured Parties, substantially in the form of Exhibit E-2, and (b) any Deed of Hypothec, Bond and Pledge referred to in Section 12.1.

“Canadian Subsidiary” shall mean each Subsidiary of the Company that is organized under the Applicable Laws of Canada or any province or territory thereof.

“Canadian Swingline Commitment” shall mean $3,000,000.

“Canadian Swingline Exposure” shall mean, with respect to any Canadian Lender, at any time, such Canadian Lender’s Canadian Revolving Credit Commitment Percentage of the Canadian Swingline Loans outstanding at such time.

“Canadian Swingline Loan” shall have the meaning provided in Section 2.1(c).

“Canadian Total Revolving Credit Commitment” shall mean the sum of the Canadian Revolving Credit Commitments of all the Canadian Lenders.

“Canadian Total Revolving Credit Outstandings” shall mean, at any date, the sum of all Canadian Lenders’ Canadian Revolving Credit Exposure and Canadian Swingline Exposure.

“Canadian Unpaid Drawings” shall have the meaning provided in Section 3.4(b).

“Capital Expenditures” shall mean, for any period, the aggregate of, without duplication, (a) all expenditures paid in cash by the Company and its Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of the Company and its Restricted Subsidiaries and (b) all fixed asset additions financed through Capitalized Lease Obligations incurred by the Company and its Restricted Subsidiaries and recorded on the balance sheet in accordance with GAAP during such period; provided that the term “Capital Expenditures” shall not include:

(i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed from insurance proceeds or compensation awards paid on account of a Recovery Event,

(ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time,

8

(iii) the purchase of plant, property or equipment to the extent financed with the proceeds of Dispositions,

(iv) expenditures that constitute any part of Consolidated Lease Expense,

(v) expenditures that are accounted for as capital expenditures by the Company or any Restricted Subsidiary and that actually are paid for by a Person other than the Company or any Restricted Subsidiary and for which neither the Company nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period, it being understood, however, that only the amount of expenditures actually provided or incurred by the Company or any Restricted Subsidiary in such period and not the amount required to be provided or incurred in any future period shall constitute “Capital Expenditures” in the applicable period),

(vi) the book value of any asset owned by the Company or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired,

(vii) any expenditures that constitute Permitted Acquisitions (or transaction similar to Permitted Acquisitions that are Investments permitted by the Credit Documents) and expenditures made in connection with the Transactions or

(viii) any capitalized interest and internal costs reflected as additions to property, plant or equipment in the consolidated balance sheet of the Company and its Restricted Subsidiaries for such period.

“Capital Stock” shall mean 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) and including membership interests and partnership interests.

“Capitalized Lease Obligations” shall mean, as applied to any Person, all obligations under Capitalized Leases of such Person or any of its Subsidiaries, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP; provided that obligations that are recharacterized as Capitalized Lease Obligations due to a change in GAAP after the Closing Date shall not be treated as Capitalized Lease Obligations for any purposes under this Agreement.

“Capitalized Leases” shall mean, as applied to any Person, all leases of property that have been or should be, in accordance with GAAP, recorded as capitalized leases of such Person; provided that leases that are recharacterized as Capitalized Leases due to a change in GAAP after the Closing Date shall not be treated as Capitalized Leases for any purposes under this Agreement.

“Cash Collateral Account” shall mean a deposit account or securities account in the name of any Borrower or any Guarantor and under the sole control (as defined in the applicable UCC or PPSA) of the US Collateral Agent or Canadian Collateral Agent, as applicable, for the benefit of the Secured Parties.

“Cash Collateralize” shall have the meaning provided in Section 3.7.

“Cash Dominion Event” shall mean the occurrence of either of the following events: (a) the Excess Availability is (for a period of five consecutive Business Days) less than the greater of (1) $20.0 million and (2) 12.5% of the sum of (x) the lesser of (I) the US Total Revolving Credit Commitment at such time and (II) the then-applicable US Borrowing Base and (y) the lesser of (I) the Canadian Total Revolving Credit Commitment at such time and (II) the then applicable Canadian Borrowing Base or (b) an Event of Default shall occur and be continuing; provided that, to the extent that the Cash Dominion Event has occurred due to clause (a) of this definition, the Cash Dominion Event shall be deemed to be over if Excess Availability shall be equal to or greater than (1) $20.0 million and (2) 12.5% of the sum of (x) the lesser of (I) the US Total Revolving Credit Commitment at such time and (II) the then-applicable US Borrowing Base and (y) the lesser of (I) the aggregate Canadian Total Revolving Credit Commitment at such time and (II) the then applicable Canadian Borrowing Base for at least 30 consecutive days and, to the extent that the Cash Dominion Event has occurred due to clause (b) of this definition the Cash Dominion Event shall be deemed to be over on the date on which such Event of Default is cured or waived or otherwise ceases to exist. At any time that a Cash Dominion Event shall be deemed to be over or otherwise cease to exist, the US Collateral Agent and the Canadian Collateral Agent, as applicable, shall take such actions, including delivering such notices and directions to depositary institutions at which Blocked Accounts are established, to terminate the cash sweeps and other transfers existing pursuant to Section 2.5(b) as a result of any Activation Notice or other notices or directions given by US Collateral Agent or the Canadian Collateral Agent, as applicable, during the continuance of such Cash Dominion Event.

9

“Cash Management Agreement” shall mean any agreement entered into from time to time by the Company or one of its Restricted Subsidiaries in connection with cash management services for collections, other Cash Management Services and for operating, payroll and trust accounts of such Person, including automatic clearing house services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services.

“Cash Management Bank” shall mean any Person that is a Lender, an Agent or an Affiliate of a Lender or an Agent at the time it provides any Cash Management Services or that is a Lender, an Agent or an Affiliate of a Lender or an Agent at any time after it has provided any Cash Management Services.

“Cash Management Obligations” shall mean obligations owed by Holdings, the Borrowers or any Guarantor to any Cash Management Bank in connection with, or in respect of, any Cash Management Services.

“Cash Management Services” shall mean (a) commercial credit cards, merchant card services, purchase or debit cards, including non-card e-payables services, (b) treasury management services (including controlled disbursement, overdraft automatic clearing house fund transfer services, return items and interstate depository network services) and (c) any other demand deposit or operating account relationships or other cash management services, including under Cash Management Agreements.

“Cash Management Systems” shall have the meaning provided in Section 9.16(b).

“CDN Dollar Equivalent” shall mean, at any time, as to any amount denominated in US Dollars, the equivalent amount in Canadian Dollars based on the Exchange Rate in effect on the Business Day of determination.

“CDOR Rate” shall mean, on any day, the annual rate of interest which is the rate equal to the average rate for 30 day Canadian Dollar bankers’ acceptances issued on such day for a term equal or comparable for the purpose of calculating the interest rate applicable as such rate appears on the “Reuters Screen CDOR Page” (as defined in the International Swaps and Derivatives Association, Inc. 2006 definitions, as modified and amended from time to time) rounded to the nearest 1/100th of 1% (with 0.005% being rounded up), as of 10:00 a.m. on such day, or if such day is not a Business Day, then on the immediately preceding Business Day; provided that if such rate does not appear on the Reuters Screen CDOR Page as contemplated, then the CDOR Rate on any day shall be the average of the rates applicable to 30 day Canadian Dollar bankers’ acceptances quoted by banks listed in Schedule I of the Bank Act (Canada) of 10:00 a.m. on such day, or if such day is not a Business Day, then on the immediately preceding Business Day.

“CDOR Rate Loan” shall mean each Loan bearing interest determined by reference to the CDOR Rate.

“Change” shall have the meaning provided for in Section 2.14.

“Change of Control” shall mean and be deemed to have occurred if

(a) (i) at any time prior to a Qualifying IPO, the Permitted Holders shall at any time cease to have the power to vote or direct the voting of Capital Stock having at least 35% of the ordinary voting power for the election of directors of Holdings and/or (ii) at any time on and after a Qualifying IPO, any Person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding any employee benefit plan of such Person, entity or “group” and its Subsidiaries and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than the Permitted Holders (or any holding company parent of Holdings owned directly or indirectly by the Permitted Holders), shall at any time have acquired direct or indirect beneficial ownership (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of Capital Stock having the power to vote or direct the voting of such Capital Stock having more than the greater of (A) 35% of the ordinary voting power for the election of directors of Holdings and (B) the percentage of the ordinary voting power for the election of directors of Holdings owned in the aggregate, directly or indirectly, beneficially, by the Permitted Holders, unless in the case of either clause (i) or (ii) above, the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the Board of Directors of Holdings; and/or

(b) at any time Continuing Directors shall not constitute at least a majority of the Board of Directors of Holdings; and/or

10

(c) any Person other than Holdings shall acquire direct ownership, beneficially or of record, of any Capital Stock of the Borrower; and/or

(d) a “change of control” or any comparable term under, and as defined in, the Senior Secured Notes Indenture (or in the documentation governing any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness) shall have occurred.

“Claim” shall have the meaning provided in the definition of the term “Environmental Claims”.

“Class”, when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising such Borrowing, are US Revolving Credit Loans, Canadian Revolving Credit Loans, Extended US Revolving Credit Loans (of the same Extension Series), Extended Canadian Revolving Credit Loans (of the same Extension Series) or Swingline Loans or Permitted Overadvances and, when used in reference to any Commitment, refers to whether such Commitment is a US Revolving Credit Commitment, Canadian Revolving Credit Commitment, an Extended US Revolving Credit Commitment (of the same Extension Series), an Extended Canadian Revolving Credit Commitment (of the same Extension Series) or a Swingline Commitment.

“Closing Date” shall mean the date of the initial Credit Event hereunder, which date was October 13, 2010.

“Closing Date Indebtedness” shall mean Indebtedness described on Schedule 10.1.

“Co-Collateral Agent” shall mean Wells Fargo Capital Finance, LLC, or any successor thereto appointed in accordance with the provisions of Section 12.11, together with its affiliates, as the co-collateral agent for the Secured Parties under this Agreement and the other Credit Documents.

“Co-Collateral Agent Fee Letter ” shall mean the fee letter, dated the Closing Date, addressed to the Company from the Co-Collateral Agent and accepted by the Company on October 13, 2010, with respect to certain fees to be paid from time to time to the Co-Collateral Agent.

“Co-Syndication Agents ” shall mean each of Deutsche Bank Securities Inc. and Wells Fargo Capital Finance, LLC.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect at the date of this Agreement, and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

“Collateral” shall have the meaning provided to such term in each of the Security Documents.

“Collateral Access Agreement” shall mean a landlord waiver, bailee letter or any other agreement reasonably requested by and reasonably acceptable to the US Administrative Agent or the Canadian Administrative Agent, as applicable, and the Co-Collateral Agent, as the case may be.

“Collateral Agents” shall mean the US Collateral Agent and/or the Canadian Collateral Agent, as context may require.

“Commitment” shall mean, with respect to each Lender, such Lender’s Revolving Credit Commitment or Swingline Commitment.

“Commitment Fee” shall have the meaning provided in Section 4.1(a).

11

“Commitment Fee Rate” shall mean, the applicable rate per annum set forth below based upon the Average Revolving Credit Loan Utilization as of the most recent Adjustment Date:

Average Revolving Credit Loan Utilization	Commitment Fee Rate
Less than or equal to 50%		0.50	%
Greater than 50%		0.375	%

The Commitment Fee Rate shall be adjusted quarterly on each Adjustment Date based upon the Average Revolving Credit Loan Utilization in accordance with the table above; provided that, at the option of the Required Lenders, the highest level of Commitment Fee Rate shall apply (a) as of the first Business Day after the date on which Section 9.1 Financials were required to have been delivered but have not been delivered pursuant to Section 9.1 and shall continue to so apply to and including the date on which such Section 9.1 Financials are so delivered (and thereafter the Commitment Fee Rate otherwise determined in accordance with this definition shall apply), and (b) as of the first Business Day after an Event of Default shall have occurred and be continuing and the US Administrative Agent or Canadian Administrative Agent has notified that the highest Commitment Fee Rate applies, and shall continue to so apply to but excluding the date on which such Event of Default shall cease to be continuing (and thereafter the Commitment Fee Rate otherwise determined in accordance with this definition shall apply)).

“Company” shall have the meaning provided in the preamble to this Agreement.

“Company Material Adverse Effect” shall have the meaning given to such term in the Purchase Agreement.

“Confidential Information Memorandum” shall mean the Confidential Information Memorandum of the Borrowers dated September 2010 delivered to prospective lenders in connection with this Agreement.

“Consolidated EBITDA” shall mean, for any period, the Consolidated Net Income for such period, plus:

(a) without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) total interest expense and, to the extent not reflected in such total interest expense, any losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income (other than interest income on aged Accounts from customers that is otherwise included in Consolidated Net Income) and gains on such Hedging Obligations or such derivative instruments, and bank and letter of credit fees and costs of surety bonds in connection with financing activities,

(ii) provision for taxes based on income, profits or capital, including federal, foreign, state, franchise, excise, and similar taxes paid or accrued during such period,

(iii) depreciation and amortization (including amortization of intangible assets established through purchase accounting and amortization of deferred financing fees or costs),

(iv) Non-Cash Charges,

(v) extraordinary losses in accordance with GAAP,

(vi) unusual or non-recurring charges (including any unusual or non-recurring operating expenses directly attributable to the implementation of cost savings initiatives), severance costs, relocation costs, integration and facilities’ opening costs, signing costs, retention or completion bonuses, transition costs and costs related to closure/consolidation of facilities,

(vii) restructuring charges, accruals or reserves (including restructuring costs related to acquisitions before and after the Closing Date),

(viii) the amount of any minority interest expense (or income (loss) allocable to non-controlling interests) consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted (and not added back in such period to Consolidated Net Income),

12

(ix) (A) the amount of management, monitoring, consulting and advisory fees (including termination and transaction fees), indemnities and related expenses paid or accrued in such period to (or on behalf of) the Sponsor and (B) the amount of expenses relating to payments made to option holders of the Company or any of its direct or indirect parent companies in connection with, or as a result of, any distribution being made to shareholders of such Person or its direct or indirect parent companies, which payments are being made to compensate such option holders as though they were shareholders at the time of, and entitled to share in, such distribution, in the case of each of clause (A) and (B) above to the extent permitted in this Agreement,

(x) any losses attributable to asset Dispositions or abandonments (including any disposal of abandoned or discontinued operations) or the sale or other Disposition of any equity interests of any Person, other than in the ordinary course of business,

(xi) the amount of “run rate” cost savings projected by the Company in good faith to be realized as a result of actions taken or to be taken, in either case, within 12 months after the Closing Date or 12 months after the consummation of any acquisition, amalgamation, merger or operational change and prior to or during such period (which cost savings shall be added to Consolidated EBITDA until fully realized and calculated on a Pro Forma Basis as though such cost savings had been realized on the first day of the relevant period), net of the amount of actual benefits realized from such actions; provided that (A) such cost savings are reasonably identifiable and quantifiable, (B) no cost savings shall be added pursuant to this clause (xi) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clauses (vi) and (vii) above or in the definition of the term “Pro Forma Adjustment” (provided that the adjustments pursuant to this clause (xi) may be incremental to the “Pro Forma Adjustment”) and (C) the aggregate amount of cost savings added pursuant to this clause (xi), together with any restructuring charges, accruals or reserves added back pursuant to clause (vii) above, shall not exceed 10% of Consolidated EBITDA for any Test Period (it being understood and agreed that “run rate” shall mean the full recurring benefit that is associated with any action taken); provided that adjustments pursuant to this clause (xi) shall be independent of any adjustments or projected cost savings reflected in the Consolidated EBITDA amounts set forth in the last paragraph of this definition of “Consolidated EBITDA”.

(xii) the amount of any net losses from discontinued operations in accordance with GAAP,

(xiii) any non-cash loss attributable to the mark to market movement in the valuation of Hedging Obligations (including Hedging Obligations entered into for the purpose of hedging against fluctuations in the price or availability of any commodity) (to the extent the cash impact resulting from such loss has not been realized) or other derivative instruments pursuant to Accounting Standards Codification 815,

(xiv) any loss relating to amounts paid in cash prior to the stated settlement date of any Hedging Obligation (including Hedging Obligations entered into for the purpose of hedging against fluctuations in the price or availability of any commodity) that has been reflected in Consolidated Net Income for such period,

(xv) any gain relating to Hedging Obligations (including Hedging Obligations entered into for the purpose of hedging against fluctuations in the price or availability of any commodity) associated with transactions realized in the current period that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated EBITDA pursuant to clauses (b)(v) and (b)(vi) below,

(xvi) cash receipts (or any netting arrangements resulting in reduced cash expenses) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such receipts were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (b) below for any previous period and not added back,

(xvii) any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, acquisition or any sale, conveyance, transfer or other Disposition of assets permitted under this Agreement, to the extent actually reimbursed, or, so long as the Company has received notification from the applicable carrier that it intends to indemnify or reimburse such expenses, charges or losses and such amount is in fact indemnified or reimbursed within 180 days of such notification, and

13

(xviii) to the extent covered by insurance and actually reimbursed, or, so long as the Company has received notification from the insurer such amount will be reimbursed by the insurer and only to the extent that such amount is in fact reimbursed within 180 days of the date of such notification, expenses, charges or losses with respect to liability or casualty events or business interruption;

less

(b) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) extraordinary gains and unusual or non-recurring gains,

(ii) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Net Income or Consolidated EBITDA in any prior period),

(iii) any gains attributable to asset Dispositions or abandonments (including any disposal of abandoned or discontinued operations) or the sale or other Disposition of any equity interests of any Person other than in the ordinary course of business,

(iv) the amount of any net income from discontinued operations in accordance with GAAP,

(v) any non-cash gain attributable to the mark to market movement in the valuation of Hedging Obligations (including Hedging Obligations entered into for the purpose of hedging against fluctuations in the price or availability of any commodity) (to the extent the cash impact resulting from such gain has not been realized) or other derivative instruments pursuant to Accounting Standards Codification 815,

(vi) any gain relating to amounts received in cash prior to the stated settlement date of any Hedging Obligation (including Hedging Obligations entered into for the purpose of hedging against fluctuations in the price or availability of any commodity) that has been reflected in Consolidated Net Income in the such period,

(vii) any loss relating to Hedging Obligations (including Hedging Obligations entered into for the purpose of hedging against fluctuations in the price or availability of any commodity) associated with transactions realized in the current period that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated EBITDA pursuant to clauses (a)(xiii) and (a)(xiv) above;

(viii) the amount of any minority interest income (or income (loss) allocable to non-controlling interest) consisting of Subsidiary loss attributable to minority equity interests of third parties in any non-wholly owned Subsidiary added (and not deducted in such period to Consolidated Net Income), and

(ix) cash expenses (or any netting arrangements resulting in increased cash receipts) not deducted in arriving at the calculation of Consolidated EBITDA or Consolidated Net Income in any period to the extent the non-cash losses relating to such expenses were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (a) above for any previous period and not added back,

in each case, as determined on a consolidated basis for the Company and its Restricted Subsidiaries in accordance with GAAP; provided that,

(i) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA currency transaction gains and losses (including the net loss or gain resulting from Hedging Agreements for currency exchange risk),

(ii) there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Company or any Restricted Subsidiary during such period (other than any Unrestricted Subsidiary) to the extent not subsequently sold, transferred or otherwise Disposed of (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) (each such Person, property, business or asset acquired, including pursuant to the Transactions or pursuant to a transaction consummated prior to the Closing Date, and not subsequently so Disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), in each case based on the Acquired EBITDA of such Pro Forma Entity for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a historical Pro Forma Basis and (B) an adjustment equal to the amount of the Pro Forma Adjustment for such period (including the portion thereof occurring prior to such acquisition or conversion) as specified in the Pro Forma Adjustment Certificate delivered to the US Administrative Agent (for further delivery to the Lenders); and

14

(iii) there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than any Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Company or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold, transferred or otherwise disposed of, closed or classified, a “Sold Entity or Business”), and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”), in each case based on the Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer, disposition, closure, classification or conversion) determined on a historical Pro Forma Basis.

Notwithstanding anything to the contrary contained herein and subject to adjustment as provided in clauses (ii) and (iii) of the immediately preceding proviso with respect to acquisitions and Dispositions occurring following the Closing Date and adjustments as provided under clauses (a)(vii) and (a)(xi) above, Consolidated EBITDA shall be deemed to be $33,492,000, $8,789,000 and $46,655,000, respectively, for the fiscal quarters ended January 2, 2010, April 3, 2010 and July 3, 2010.

“Consolidated Fixed Charges” shall mean for any period, the sum, determined on a consolidated basis for the Company and its Restricted Subsidiaries and, without duplication, of (i) Consolidated Interest Expense, (ii) the aggregate amount of scheduled payments of principal of Consolidated Total Debt of the Company and its Restricted Subsidiaries made during such period (other than payments made by the Company or any Subsidiary to the Company or a Subsidiary) and (iii) any payments on account of Disqualified Capital Stock or Preferred Capital Stock (whether in the nature of dividends, redemption, repurchase or otherwise) required to be made in such period.

“Consolidated Interest Expense” shall mean, for any period, the cash interest expense paid during such period (including the interest component attributable to Capitalized Leases), net of cash interest income (other than interest income on aged Accounts from customers that is otherwise included in Consolidated Net Income), of the Company and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, with respect to all outstanding Indebtedness of the Company and its Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net payments, if any, made (less net payments, if any, received) pursuant to obligations under Hedging Agreements with respect to Indebtedness, but excluding, for the avoidance of doubt,

(i) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses, pay-in-kind interest expense, the amortization of original issue discount resulting from the issuance of Indebtedness below par and any other amounts of non-cash interest (including as a result of the effects of purchase accounting),

(ii) the accretion or accrual of discounted liabilities during such period,

(iii) any interest in respect of items excluded from Indebtedness in the proviso to the definition thereof,

(iv) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under Hedging Agreements or other derivative instruments pursuant to Accounting Standards Codification 815,

(v) any one-time cash costs associated with breakage in respect of Hedging Agreements for interest rates,

(vi) all additional interest or liquidated damages then owing pursuant to any registration rights agreement and any comparable “additional interest” or liquidated damages with respect to other securities designed to compensate the holders thereof for a failure to publicly register such securities,

(vii) any expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting, and

(viii) any expensing of commitment and other financing fees.

15

“Consolidated Lease Expense” shall mean, for any period, all rental expenses of the Company and the Restricted Subsidiaries during such period under operating leases for real or personal property (including in connection with Permitted Sale Leasebacks), but excluding real estate taxes, insurance costs and common area maintenance charges and net of sublease income; provided that Consolidated Lease Expense shall not include (a) obligations under vehicle leases entered into in the ordinary course of business, (b) all such rental expenses associated with assets acquired pursuant to the Transactions and pursuant to a Permitted Acquisition or transaction similar to Permitted Acquisitions that are Investments permitted by the Credit Documents to the extent that such rental expenses relate to operating leases (i) in effect at the time of (and immediately prior to) such acquisition and (ii) related to periods prior to such acquisition, (c) Capitalized Lease Obligations and (d) the effects from applying recapitalization accounting or, if applicable, purchase accounting, all as determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) of the Company and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided, however, that, without duplication,

(a) extraordinary items for such period shall be excluded;

(b) the cumulative effect of a change in accounting principles (effected either through cumulative effect adjustment or a retroactive application, in each case, in accordance with GAAP) and changes as a result of the adoption or modification of accounting policies during such period shall be excluded;

(c) in the case of any period that includes a period ending prior to or during the fiscal quarter ending October 1, 2011, Transaction Expenses shall be excluded;

(d) the Consolidated Net Income for such period of any Person that is not a Subsidiary or is an Unrestricted Subsidiary or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Permitted Investments (or to the extent converted into cash or Permitted Investments) to the Company or a Restricted Subsidiary thereof in respect of such period and the net losses of any such Person shall only be included to the extent funded with cash from the Company or any Restricted Subsidiary;

(e) effects of adjustments (including the effects of such adjustments pushed down to the Company and its Restricted Subsidiaries) in the inventory, property and equipment, software, goodwill, other intangible assets, in-process research and development, deferred revenue, debt line items and other non-cash charges in the Company’s consolidated financial statements pursuant to GAAP resulting from the application of recapitalization accounting or, if applicable, purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof shall be excluded;

(f) any Non-Cash Compensation Expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs shall be excluded, and any cash charges associated with the rollover, acceleration, or payout of equity interests by management of the Company or any of its direct or indirect parent companies in connection with the Transactions, shall be excluded;

(g) any fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, sale or Disposition, recapitalization, investment, issuance, incurrence or repayment of Indebtedness, issuance of Capital Stock, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and 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, in each case, whether or not successful, shall be excluded;

(h) any income (loss) for such period attributable to the early extinguishment of Indebtedness, Hedging Agreements or other derivative instruments shall be excluded;

(i) accruals and reserves that are established or adjusted within twelve months after the Closing Date that are so required to be established or adjusted as a result of the Transactions (or within twelve months after the closing of any acquisition that are so required to be established as a result of such acquisition) in accordance with GAAP shall be excluded;

16

(j) any net unrealized gain or loss (after any offset) resulting in such period from currency translation and transaction gains or losses including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge obligations for currency exchange risk) and any other monetary assets and liabilities shall be excluded; and

(k) effects of adjustments to accruals and reserves during a prior period relating to any change in the methodology of calculating reserves for returns, rebates and other chargebacks (including government program rebates) shall be excluded.

There shall be included in Consolidated Net Income, without duplication, the amount of any cash tax benefits related to the tax amortization of intangible assets in such period. In addition, to the extent not already included in the Consolidated Net Income of the Company and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any Investment or any sale, conveyance, transfer or other Disposition of assets permitted under this Agreement.

“Consolidated Secured Indebtedness” shall mean, as of any date of determination, Consolidated Total Debt that is secured by a Lien on any assets of the Company and its Restricted Subsidiaries.

“Consolidated Total Assets” shall mean, as of any date of determination, the total amount of all assets of the Company and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP as of such date.

“Consolidated Total Debt” shall mean, as of any date of determination, (a) the aggregate principal amount of indebtedness of the Company and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition or any similar Investments), consisting of indebtedness for borrowed money, Capitalized Lease Obligations and debt obligations evidenced by promissory notes or similar instruments, minus (b) the aggregate amount of cash and Permitted Investments (in each case, free and clear of all Liens, other than Permitted Liens and other non-consensual Liens permitted by Section 10.2, Liens permitted under Sections 10.2(a), 10.2(g), 10.2(h), 10.2(j) and 10.2(m) and Liens permitted under clauses (i) and (ii) of Section 10.2(n)), excluding cash and Permitted Investments which are listed as “restricted” on the consolidated balance sheet of the Company and its Restricted Subsidiaries as of such date.

“Continuing Director” shall mean, at any date, an individual (a) who is a member of the Board of Directors of Holdings on the Closing Date, (b) who, as at such date, has been a member of such Board of Directors for at least the 12 preceding months, (c) who has been nominated, elected or designated to be a member of such Board of Directors, directly or indirectly, by the Permitted Holders or Persons nominated, elected or designated by the Permitted Holders or (d) who has been nominated to be a member of such Board of Directors by a majority of the other Continuing Directors then in office.

“Contractual Obligation” shall mean, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound other than the Obligations.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling” and “Controlled” have meanings correlative thereto.

“Control Agreement” shall mean a Deposit Account Control Agreement or a Securities Account Control Agreement.

“Converted Restricted Subsidiary” shall have the meaning provided in the definition of the term “Consolidated EBITDA”.

“Converted Unrestricted Subsidiary” shall have the meaning provided in the definition of the term “Consolidated EBITDA”.

“Credit Documents” shall mean this Agreement, the Security Documents, the Guarantees, the Intercreditor Agreement, the Fee Letter, the Administrative Agent Fee Letter and the Co-Collateral Agent Fee Letter, each Letter of Credit and any promissory notes issued by the Borrowers hereunder.

17

“Credit Event” shall mean and include the making (but not the conversion or continuation) of a Loan or the issuance, amendment or extension of a Letter of Credit (including an Auto-Extension Letter of Credit).

“Credit Facilities” shall mean, collectively, the US Credit Facility and the Canadian Credit Facility; each sometimes referred to as a “Credit Facility”.

“Credit Party” shall mean each of the Canadian Credit Parties and each of the US Credit Parties.

“Cure Amount” shall have the meaning provided in Section 11.11(a).

“Cure Right” shall have the meaning provided in Section 11.11(a).

“Currency” shall mean US Dollars or Canadian Dollars.

“Default” shall mean any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.

“Defaulting Lender” shall mean any Lender whose acts or failure to act, whether directly or indirectly, cause it to meet any part of the definition of “Lender Default.”

“Deposit Account Control Agreement” shall have the meaning provided in the Security Agreement.

“Designated Disbursement Account” shall have the meaning provided in Section 9.16(b)(iv).

“Designated Non-Cash Consideration” shall mean the Fair Market Value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with a Disposition pursuant to Section 10.4(c) that is designated as Designated Non-Cash Consideration pursuant to a certificate of an Authorized Officer of the Company, setting forth the basis of such valuation (which amount will be reduced by the Fair Market Value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).

“Discharge of Notes Obligations” shall have the meaning provided in the Intercreditor Agreement.

“Disclosed Documents” shall mean collectively the Confidential Information Memorandum, the Inventory Appraisal, the field examinations and collateral audits conducted prior to the Closing Date and the documents posted on Intralinks regarding the Target and its Subsidiaries on or prior to September 8, 2010.

“Disposed EBITDA” shall mean, with respect to any Sold Entity or Business or Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to the Company and its Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” (and in the component financial definitions used therein) were references to such Sold Entity or Business and its Subsidiaries or to Converted Unrestricted Subsidiary and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.

“Disposition” shall have the meaning provided in Section 10.4. The term “Disposed” will have a correlative meaning.

“Disqualified Capital Stock” shall mean any Capital Stock that, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is putable or exchangeable) or upon the happening of any event or condition, (a) matures or is mandatorily redeemable (other than solely for Qualified Capital Stock) pursuant to a sinking fund obligation or otherwise, other than as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations (other than Cash Management Obligations under Secured Cash Management Agreements, Hedging Obligations under Secured Hedging Agreements or contingent indemnification obligations) or (b) is redeemable or exchangeable at the option of the holder thereof (other than solely for Qualified Capital Stock), other than as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations (other than Cash Management Obligations under Secured Cash Management Agreements, Hedging Obligations under Secured Hedge Agreements or contingent indemnification obligations), in whole or in part or (c) provides for the scheduled payment of dividends in cash, in each case prior to the date that is ninety-one (91) days after the Revolving Credit Maturity Date at the time of the issuance of such Capital Stock; provided that if such Capital Stock is issued pursuant to any plan for the benefit of employees of Holdings (or any direct or indirect parent thereof), the Company or any of its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by Holdings (or any direct or indirect parent company thereof), the Company or any of its respective Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

18

“Distressed Person” shall have the meaning provided in the definition of the term “Lender-Related Distressed Event.”

“Dividends” shall have the meaning provided in Section 10.6.

“Dollars”, “$” and “US Dollars” shall mean dollars in lawful currency of the United States of America.

“Domestic Subsidiary” shall mean each Subsidiary of the Company that is organized under the Applicable Laws of the United States, any state thereof, or the District of Columbia.

“Drawing” shall have the meaning provided in Section 3.4(c).

“E-Fax” shall mean any system used to receive or transmit faxes electronically.

“Eligible Accounts” shall mean at any date of determination, the aggregate amount of all Accounts of the Borrowers that are not ineligible for inclusion in the calculation of the US Borrowing Base or the Canadian Borrowing Base pursuant to any of clauses (a) through (v) below. Eligible Accounts shall not include, without duplication, any Account of any Borrower:

(a) that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business;

(b) (i) upon which such Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever, (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process, or (iii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer;

(c) with respect to which the Account Debtor is a creditor of any Borrower or any Subsidiary of any Borrower, has or has asserted any defense, counterclaim, right of setoff or has disputed its obligation to pay all or any portion of the Account, but only to the extent of such defense, claim, counterclaim, right of setoff or dispute, unless (i) the US Administrative Agent or Canadian Administrative Agent, as applicable, and the Co-Collateral Agent, in their Permitted Discretion, has established an appropriate Reserve and determines to include such Account as Eligible Account or (ii) such Account Debtor has entered into an agreement reasonably acceptable to the US Administrative Agent or Canadian Administrative Agent, as applicable, and the Co-Collateral Agent to waive such rights;

(d) that comprises finance charges;

(e) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor,

(f) with respect to which an invoice, reasonably acceptable to the US Administrative Agent or Canadian Administrative Agent, as applicable, and the Co-Collateral Agent in form and substance (or otherwise in the form required by any Account Party), has not been sent to the applicable Account Debtor;

(g) that (i) is not owned by a Borrower or (ii) as to which the US Collateral Agent’s Lien or Canadian Collateral Agent’s Lien, as applicable, on behalf of itself and the Secured Parties, is not a first priority perfected Lien or is subject to any Lien of any other Person, other than (A) Liens in favor of the US Collateral Agent or Canadian Collateral Agent, on behalf of itself and the Secured Parties or Note Liens or (B) Liens permitted by Section 10.2 for so long as such Liens do not have priority over the Lien of the Collateral Agents and, in the case of Liens permitted pursuant to Section 10.2(g) or Section 10.2(w), the holders of the obligations secured by such Liens (or a representative or trustee on their behalf) shall have entered into the Intercreditor Agreement or another intercreditor agreement reasonably satisfactory to the US Administrative Agent and the Company providing that the Liens on such Accounts securing such obligations shall rank junior to the Liens securing the Obligations;

19

(h) that arises from a sale to any director, officer, other employee or Affiliate of any Borrower;

(i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, province, territory, county or municipality or department, agency or instrumentality thereof unless such Borrower has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, the Financial Administration Act (Canada) or any applicable state, county or municipal law restricting the assignment thereof with respect to such obligation, in each case to the US Administrative Agent’s or Canadian Administrative Agent’s, as applicable, and the Co-Collateral Agent’s reasonable satisfaction;

(j) that is the obligation of an Account Debtor whose chief executive office is not in the United States or Canada or who is not organized under the laws of the United States, any state or territory thereof, Canada or any province or territory thereof unless payment thereof is assured by a letter of credit or other credit support, reasonably satisfactory to the US Administrative Agent or Canadian Administrative Agent, as applicable, and the Co-Collateral Agent as to form, amount and issuer and delivered to the US Administrative Agent or Canadian Administrative Agent, as applicable; provided that up to $1,000,000 (or the CDN Dollar Equivalent thereof) of such Accounts outstanding at any time that are otherwise Eligible Accounts and that are identified by the Company to the US Administrative Agent or Canadian Administrative Agent, as applicable, and the US Collateral Agent or Canadian Administrative Agent, as applicable, in writing may be included in Eligible Accounts without such letter of credit support and which has been assigned;

(k) to the extent such Borrower is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential liability;

(l) that arises with respect to goods that are delivered on a bill and hold, cash on delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional;

(m) that is in default; provided that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following:

(i) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or

(ii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors;

(n) that is the obligation of an Account Debtor if 50% or more of the US Dollar Equivalent amount of all Accounts owing by that Account Debtor are, based on the most recent Borrowing Base Certificate, ineligible under the other criteria set forth in this definition;

(o) as to which any of the representations or warranties in the Credit Documents with respect to such Account are not true in any material respect;

(p) to the extent such Account is evidenced by an instrument or chattel paper (other than instruments or chattel paper that has been delivered to the US Collateral Agent or Canadian Collateral Agent, as applicable, under the Security Documents);

(q) which is not paid within the earlier of 60 days following its original due date or 120 days following its original invoice date, or which has been written off the books of the Borrowers or otherwise designated as uncollectible (in determining the aggregate amount from the same Account Debtor that is unpaid hereunder there shall be excluded the amount of any net credit balances relating to Accounts due from an Account Debtor which is not paid within the earlier of 60 days following its original due date or 120 days following its original invoice date);

20

(r) with respect to which the Account Debtor is located in a state, province or jurisdiction (e.g., New Jersey, Minnesota and West Virginia) that requires, as a condition to access to the courts of such jurisdiction, that a creditor qualify to transact business, file a business activities report or other similar report or form, or take one or more other actions, unless the applicable Borrower has so qualified, filed such reports or forms, or taken such actions (and, in each case, paid any required fees or other charges). The foregoing shall not apply (i) to the extent that the applicable Borrower may qualify subsequently as a foreign entity authorized to transact business in such state or jurisdiction and gain access to such courts, without incurring any cost or penalty viewed by the US Administrative Agent or Canadian Administrative Agent, as applicable, and the Co-Collateral Agent to be material in amount, and such later qualification cures any access to such courts to enforce payment of such Account or (ii) to the requirement for a creditor to extra-provincially register in a province or territory of Canada to the extent that the applicable Borrower may, in the opinion of Canadian Administrative Agent and the Co-Collateral Agent, subsequently become extra-provincially registered without incurring such cost or penalty referred to above;

(s) to the extent such Account was created as a new receivable for the unpaid portion of an outstanding Account (including chargebacks, debit memos or other adjustments for unauthorized deductions);

(t) that does not comply in all material respects with the requirements of all Applicable Laws and regulations, whether federal, state, provincial, territorial, local or foreign, including the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board;

(u) to the extent that such Account, together with all other Accounts owing to such Account Debtor and its Affiliates as of any date of determination exceed 20% of all Eligible Accounts (but the portion of the Accounts not in excess of such percentage that otherwise satisfy the criteria herein will be deemed Eligible Accounts and it being understood that such 20% limitation shall apply to the Eligible Accounts of the US Borrowers and the Canadian Borrowers collectively); provided that, for the avoidance of any doubt, for purposes of this clause (u), each individual “Dealer” shall be treated as a single Account Debtor; or

(v) that is payable in any currency other than US Dollars or Canadian Dollars.

Subject to Sections 2.14 and 13.1(c) and the definition of US Borrowing Base and Canadian Borrowing Base, the US Administrative Agent or Canadian Administrative Agent, as applicable, and the Co-Collateral Agent may modify the foregoing in their Permitted Discretion.

“Eligible Assignee” shall mean any Person to whom any Loans or Commitments may be assigned pursuant to Section 13.6(b); provided that “Eligible Assignee” shall not include the Company or any of its Affiliates or Subsidiaries or any natural Person.

“Eligible Equipment” shall mean Equipment owned by any Canadian Borrower that is located in Canada and that is in each case included in an appraisal of Equipment received by the Canadian Administrative Agent and the Co-Collateral Agent in accordance with the reasonable requirements of the Canadian Administrative Agent and the Co-Collateral Agent, which Equipment is in good order, repair, running and marketable condition (ordinary wear and tear excepted) which in each case satisfy the criteria set forth below. Eligible Equipment shall not include:

(a) Equipment at premises other than those owned or leased and controlled by any Canadian Borrower; provided that, as to locations that are leased by a Canadian Borrower, if the Canadian Collateral Agent shall not have received a Collateral Access Agreement from the owner and lessor of such location, duly authorized, executed and delivered by such owner and lessor (or the Canadian Administrative Agent and the Co-Collateral Agent shall have reasonably determined to accept a Collateral Access Agreement that does not include all required provisions or provisions in the form otherwise reasonably required by the Canadian Administrative Agent and the Co-Collateral Agent), the Canadian Administrative Agent and the Co-Collateral Agent may, at their option, establish such Reserves (including Landlord Lien Reserves) in respect of amounts at any time due or to become due to the owner and lessor thereof not to exceed the aggregate amount payable for the next three (3) months to the owner or lessor of such locations;

(b) Equipment subject to a Lien in favor of any Person other than the Canadian Collateral Agent except for Liens permitted by Section 10.2;

(c) Equipment that is not located in Canada;

(d) Equipment that is not subject to the first priority, valid and perfected Lien in favor of the Canadian Collateral Agent;

21

(e) worn-out, obsolete, damaged or defective Equipment or Equipment not in good order and repair and used or usable in the ordinary course of such Borrower’s business as presently conducted;

(f) computer hardware; or

(g) Equipment that is or becomes a fixture to any Real Property.

Subject to Sections 2.14 and 13.1(c) and the definition of Canadian Borrowing Base, the Canadian Administrative Agent and the Co-Collateral Agent may modify the foregoing in their Permitted Discretion.

“Eligible Inventory” shall mean Inventory of the Borrowers that is not ineligible for inclusion in the calculation of the US Borrowing Base or the Canadian Borrowing Base pursuant to any of clauses (a) through (n) below. Eligible Inventory shall not include, without duplication, any Inventory of any Borrower that:

(a) (i) is not owned by a Borrower or (ii) as to which the US Collateral Agent’s or Canadian Collateral Agent’s, as applicable, Lien thereon on behalf of itself and the Secured Parties is not a first priority Lien or is subject to any other Lien of any other Person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure such Borrower’s performance with respect to that Inventory) other than (A) the Liens in favor of the US Collateral Agent or Canadian Collateral Agent, as applicable, on behalf of itself and the Secured Parties, and Note Liens and (B) Liens permitted by Section 10.2 for so long as such Liens do not have priority over the Lien of the US Collateral Agent or Canadian Collateral Agent and, in the cases of Liens permitted pursuant to Section 10.2(g) or Section 10.2(w), the holders of the obligations secured by such Liens (or a representative or trustee on their behalf) shall have entered into the Intercreditor Agreement or another intercreditor agreement reasonably satisfactory to the US Administrative Agent and the Company providing that the Liens on such Inventory securing such obligations shall rank junior to the Liens securing the Obligations;

(b) (i) unless in transit, is not located on premises owned, leased or rented by the Borrowers or (ii) is stored at a leased location, unless the US Administrative Agent or Canadian Administrative Agent, as applicable, and the Co-Collateral Agent have given their prior consent thereto or unless (A) the lessor has delivered to the US Collateral Agent or Canadian Collateral Agent, as applicable, a Collateral Access Agreement or (B) a Reserve (and, without duplication, Landlord Lien Reserve) for rent, charges and other amounts due or to become due with respect to such locations has been established by the US Administrative Agent or Canadian Administrative Agent, as applicable, and the Co-Collateral Agent in their Permitted Discretion not to exceed the aggregate amount payable for the next three (3) months to the owner or lessor of such locations, or (iii) other than in respect of Inventory with an aggregate value of up to $1,000,000 or the CDN Dollar Equivalent at such time, so long as no Default or Event of Default has occurred or is continuing, is stored with a bailee or third party warehouseman unless (A) such warehouseman or bailee has delivered to the US Collateral Agent or Canadian Collateral Agent, as applicable, a Collateral Access Agreement and such other documentation as the US Administrative Agent or the Canadian Administrative Agent, as applicable, and the Co-Collateral Agent may reasonably require or is evidenced by a Document (as defined in the UCC) that has been delivered to the US Collateral Agent or Canadian Collateral Agent, as applicable, or (B) an appropriate Reserve has been established by the US Administrative Agent or Canadian Administrative Agent, as applicable, and the Co-Collateral Agent in their Permitted Discretion or (iv) is located at an owned location subject to a mortgage in favor of a lender other than the US Collateral Agent, the Canadian Collateral Agent and the Notes Collateral Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to the US Collateral Agent or Canadian Collateral Agent, as applicable, or (v) is located at any site if the aggregate book value of Inventory at any such location is less than $100,000 or the CDN Dollar Equivalent thereof;

(c) is placed on consignment or is in transit, except for Inventory in transit between US or Canadian locations of the Borrowers as to which the US Collateral Agent’s or the Canadian Collateral Agent’s, as applicable, Liens have been perfected at origin and destination;

(d) is covered by a negotiable document of title, unless such document has been delivered to the US Collateral Agent or Canadian Collateral Agent, as applicable, with all necessary endorsements, free and clear of all Liens, except those in favor of the US Collateral Agent, the Canadian Collateral Agent and the Secured Parties and the Notes Collateral Agent;

(e) consists of display items or packing or shipping materials, manufacturing supplies, work in process Inventory (other than Painted Coil and Window Plant WIP) or replacement parts;

22

(f) consists of goods which have been returned by the buyer other than goods that are undamaged and are able to be resold in the ordinary course of business;

(g) is not of a type held for sale in the ordinary course of a Borrower’s business;

(h) breaches any of the representations or warranties in any material respect pertaining to Inventory set forth in the Credit Documents;

(i) consists of Hazardous Materials or goods that can be transported or sold only with licenses that are not readily available;

(j) is not located in the United States or Canada;

(k) is obsolete or unmarketable, defective or unfit for sale or which does not conform in all material respects to all standards imposed by any Governmental Authority having regulatory authority over such Borrower;

(l) is not covered by casualty insurance which complies with the requirements of Section 9.3;

(m) which contains or bears any intellectual property rights licensed to a Borrower unless the US Administrative Agent or Canadian Administrative Agent, as applicable, and the Co-Collateral Agent are reasonably satisfied that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor in any material respect, (ii) violating any material contract with such licensor or (iii) incurring any material liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement; or

(n) such portion of Eligible Inventory that is applicable to intercompany profits.

Subject to Sections 2.14 and 13.1(c) and the definition of US Borrowing Base and Canadian Borrowing Base, the US Administrative Agent or Canadian Administrative Agent, as applicable, and the Co-Collateral Agent may modify the foregoing in their Permitted Discretion.

“Eligible Real Property” shall mean Real Property owned by a Canadian Borrower included in an appraisal of Real Property received by the Canadian Administrative Agent and the Co-Collateral Agent in accordance with the requirements of the Canadian Administrative Agent and the Co-Collateral Agent and in each case which satisfies the criteria set forth below. Eligible Real Property shall not include:

(a) Real Property which is not owned and operated by a Canadian Borrower;

(b) Real Property subject to a Lien in favor of any Person, other than Canadian Collateral Agent, except for Liens permitted by Section 10.2 (but not including for the purpose of this exception (i) any purchase money security interests or financial liens that may be permitted under this Agreement, or (ii) other security interests or financial liens that would have priority over the security interests of the Canadian Collateral Agent or are not subject to an intercreditor agreement in form and substance reasonably satisfactory to the Canadian Administrative Agent and the Company; provided that the Liens on such Real Property securing such obligations shall rank junior to the Liens securing the Obligations);

(c) Real Property that is not located in Canada;

(d) Real Property that is not subject to a valid, enforceable and registered, first priority (subject to Liens permitted by Section 10.2 and as provided in clause (b) above), perfected Lien in favor of the Canadian Collateral Agent, and for which the Canadian Collateral Agent has not received a local opinion of counsel with respect to the enforceability of the applicable mortgage or hypothec creating the aforesaid perfected Lien;

(e) Real Property in respect of which the Canadian Administrative Agent and the Co-Collateral Agent have not received (i) an appraisal by an appraiser reasonably acceptable to the Canadian Administrative Agent and the Co-Collateral Agent and (ii) a lender’s title insurance policy that complies with the requirements of Section 9.14(c), each in form and substance reasonably satisfactory to the Canadian Administrative Agent and the Co-Collateral Agent and by an appraiser reasonably acceptable to the Canadian Administrative Agent and the Co-Collateral Agent;

23

(f) Real Property where the Canadian Administrative Agent and the Co-Collateral Agent reasonably determine in their Permitted Discretion that issues relating to compliance with Environmental Laws materially and adversely affect the value thereof or the ability of Canadian Collateral Agent to sell or otherwise Dispose thereof (but subject to the right of the Canadian Administrative Agent and the Co-Collateral Agent to establish Reserves upon the inclusion of such Real Property as Eligible Real Property in the calculation of the Fixed Asset Loan Value to reflect such adverse affect); and

(g) Real Property improved with residential housing.

Any Real Property that is not Eligible Real Property shall nevertheless be part of the Collateral to the extent required by the Credit Documents, except that there shall be no obligation to register mortgages on title to Real Property that is not Eligible Real Property.

The following are deemed to satisfy the requirements for an appraisal set out above in respect of the applicable Real Properties: (A) Real estate appraisal report of an industrial building located at 1001 Corporate Drive, Burlington, Ontario with a valuation date of September 14, 2010 prepared by Great American Group; (B) Real estate appraisal report of an industrial building located at 6320 Colonel Talbot Road, London, Ontario with a valuation date of September 14, 2010 prepared by Great American Group; and (C) Real estate appraisal report of an industrial building located at 2501 Autoroute Transcanadienne, Pointe-Claire, Quebec with a valuation date of September 14, 2010 prepared by Great American Group.

“Environmental Claims” shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations (other than internal reports prepared by the Company or any of its Subsidiaries (a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition or disposition of real estate) or proceedings relating in any way to any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereinafter, “Claims”), including (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the Release or threatened Release of Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment.

“Environmental Law” shall mean any applicable federal, state, provincial, territorial, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent decree or judgment, in each case relating to the protection of the environment (including ambient air, indoor air, surface water, ground water, land and subsurface strata and natural resources such as wetlands, flora and fauna) or of human health or safety (to the extent relating to exposure to Hazardous Materials).

“Equipment” shall mean, as to each Canadian Borrower, all of such Borrower’s now owned and hereafter acquired equipment, wherever located, including machinery, data processing and computer equipment (whether owned or licensed and including embedded software), vehicles, tools, furniture, fixtures, all attachments, accessions and property now or hereafter affixed thereto or used in connection therewith, and substitutions and replacements thereof, wherever located.

“Equity Contribution” shall have the meaning provided in the recitals to this Agreement.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. Section references to ERISA are to ERISA as in effect at the date of this Agreement and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor.

“ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) that together with Holdings, the Company or a Subsidiary thereof would be deemed to be a “single employer” within the meaning of Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“E-System” shall mean any electronic system, including SyndTrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the US Administrative Agent, any of its Related Parties, or any of such Person’s respective officers, directors, employees, attorneys, agents and representatives or any other Person, providing for access to data protected by passcodes or other security system.

“Eurocurrency Liabilities” shall have the meaning provided in the definition of the term “Statutory Reserve Rate.”

24

“Eurodollar Base Rate” shall mean, with respect to any Interest Period for any Eurodollar Loan the rate per annum for deposits in US Dollars for the applicable Interest Period appearing on the Reuters Screen LIBOR01 page as of 11:00 a.m. (London time) two Business Days prior to the first day in such Interest Period. In the event that the rate referred to above does not appear on the Reuters Screen LIBOR01 page at such time, the “Eurodollar Base Rate” shall be determined by reference to such other comparable publicly available service for displaying the offered rate for deposit in US Dollars in the London interbank market as may be agreed upon by the US Administrative Agent and the Company or, in the absence of such agreement, the “Eurodollar Base Rate” for the purposes of this paragraph shall instead be the rate per annum notified to the US Administrative Agent by the Reference Lender as the rate at which the Reference Lender is offered US Dollar deposits at or about 11:00 a.m. (London time) two Business Days prior to the beginning of such Interest Period in the interbank Eurodollar market where the Eurodollar and foreign currency and exchange operations in respect of its Eurodollar Loans are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of its Eurodollar Loan to be outstanding during such Interest Period availability, such other method to determine such offered rate as may be selected by the US Administrative Agent in its sole discretion.

“Eurodollar Loan” shall mean any Loan bearing interest at a rate determined by reference to the Eurodollar Rate.

“Eurodollar Rate” shall mean, with respect to any Interest Period and for any Eurodollar Loan, an interest rate per annum determined as the ratio of (a) the Eurodollar Base Rate with respect to such Interest Period for such Eurodollar Loan to (b) the Statutory Reserve Rate with respect to such Interest Period and for such Eurodollar Loan.

“Event of Default” shall have the meaning provided in Section 11.

“Excess Availability” shall mean, as of any date of determination, an amount equal to the sum of US Excess Availability and the Canadian Excess Availability.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Rate” shall mean, on any day with respect to any currency (other than US Dollars), the rate at which such currency may be exchanged into any other currency (including US Dollars), as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such currency. In the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed by the US Administrative Agent and the Company, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the US Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 11:00 a.m., local time, on such date for the purchase of the relevant currency for delivery two Business Days later.

“Excluded Capital Stock” shall mean

(a) any Capital Stock with respect to which, in the reasonable judgment of the US Administrative Agent or the Canadian Administrative Agent, as applicable, (confirmed in writing by notice to the Company and the US Collateral Agent or the Canadian Collateral Agent, as applicable), the cost or other consequences (including any material adverse tax consequences) of pledging such Capital Stock shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom,

(b) solely in the case of any pledge of Capital Stock of any Foreign Subsidiary or any Domestic Subsidiary treated as a disregarded entity for US federal income tax purposes if substantially all of its assets consist of Capital Stock of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code to secure the US Obligations, any Capital Stock that is Voting Stock of such Foreign Subsidiary in excess of 65% of the outstanding Capital Stock of such class,

(c) any Capital Stock to the extent the pledge thereof would be prohibited by any (i) Applicable Law or (ii) Contractual Obligations existing on the Closing Date or (other than with respect to Capital Stock of a wholly owned Subsidiary) on the date on which such Capital Stock is acquired or the date that the issuer of such Capital Stock is created,

(d) the Capital Stock of any Subsidiary that is not wholly owned by the Company and its Subsidiaries at the time such Subsidiary becomes a Subsidiary (for so long as such Subsidiary remains a non-wholly owned Subsidiary) to the extent that the pledge of such Capital Stock is prohibited by the terms of such Subsidiary’s Organizational Documents or joint venture documents,

25

(e) the Capital Stock of any Immaterial Subsidiary or any Unrestricted Subsidiary,

(f) solely in the case of any pledge of Capital Stock of any Foreign Subsidiary to secure the US Obligations, the Capital Stock of any Subsidiary of a Foreign Subsidiary, and

(g) any Capital Stock of any Subsidiary to the extent that the pledge of such Capital Stock would result in materially adverse tax consequences to Holdings, the Borrowers or any Subsidiary as reasonably determined by the Company in writing delivered to the applicable Collateral Agent.

“Excluded Subsidiary” shall mean

(a) any Subsidiary that is not a wholly owned Subsidiary on any date such Subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of Section 9.10 (for so long as such Subsidiary remains a non-wholly owned Subsidiary) other than a Domestic Subsidiary or Canadian Subsidiary that is a non-wholly owned Subsidiary if such non-wholly owned Subsidiary guarantees or issues other capital markets debt securities of any Borrower or any Guarantor,

(b) any Subsidiary that is prohibited by Applicable Law or Contractual Obligation existing on the Closing Date or at the time such Subsidiary becomes a Restricted Subsidiary from guaranteeing the Obligations (and for so long as such restrictions or any replacement or renewal thereof is in effect) or which would require consent, approval, license or authorization of a Governmental Authority to provide a guarantee of the Obligations unless such consent, approval, license or authorization has been received (or is received after commercially reasonable efforts to obtain same, which efforts may be requested by the US Administrative Agent or Canadian Administrative Agent, as applicable),

(c) any Domestic Subsidiary that is (i) treated as a disregarded entity for US federal income tax purposes if substantially all of its assets consist of Capital Stock of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code or (ii) a direct or indirect Subsidiary of a Foreign Subsidiary (other than a Canadian Subsidiary),

(d) any Immaterial Subsidiary, including Associated Materials Finance, Inc., (provided that the Company shall not be permitted to exclude Immaterial Subsidiaries from guaranteeing the Obligations to the extent that (i) the aggregate amount of gross revenue for all Immaterial Subsidiaries (other than Unrestricted Subsidiaries) excluded by clause this clause (d) exceeds 5.0% of the consolidated gross revenues of the Company and its Restricted Subsidiaries for the most recent Test Period ended prior to the date of determination or (ii) the aggregate amount of total assets for all Immaterial Subsidiaries (other than Unrestricted Subsidiaries) excluded by this clause (d) exceeds 5.0% of the Consolidated Total Assets of the Company and its Restricted Subsidiaries as at the end of the most recent Test Period ended prior to the date of determination),

(e) any other Subsidiary with respect to which, in the reasonable judgment of the US Administrative Agent or the Canadian Administrative Agent, as applicable, (confirmed in writing by notice to the Company and the US Collateral Agent or the Canadian Collateral Agent, as applicable), the cost or other consequences (including any material adverse tax consequences) of providing a guarantee shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom,

(f) each Foreign Subsidiary (other than a Canadian Subsidiary) and each Unrestricted Subsidiary, and

(g) any Subsidiary to the extent that the guarantee of the Obligations would result in material adverse tax consequences to Holdings, the Borrowers or any Subsidiary as reasonably determined by the Company.

“Existing Canadian Revolving Credit Commitments” shall have the meaning provided in Section 2.19(a).

“Existing Canadian Revolving Credit Loans” shall have the meaning provided in Section 2.19(a).

26

“Existing Class” shall mean each Class of Existing US Revolving Credit Commitments or Existing Canadian Revolving Credit Commitments.

“Existing Letters of Credit” shall mean the Letters of Credit listed on Schedule 1.1(c).

“Existing Notes” shall mean collectively, (i) the Target’s 20% Senior Notes due 2014, (ii) AMH Holdings, LLC’s 11.25% Senior Discount Notes due 2014 and (iii) the Company’s 9.875% Senior Secured Second Lien Notes due 2016.

“Existing US Revolving Credit Commitments” shall have the meaning provided in Section 2.19(a).

“Existing US Revolving Credit Loans” shall have the meaning provided in Section 2.19(a).

“Extended Canadian Revolving Credit Commitments” shall have the meaning provided in Section 2.19(a).

“Extended Canadian Revolving Credit Loans” shall have the meaning provided in Section 2.19(a).

“Extended Loans/Commitments” shall mean Extended US Revolving Credit Loans and/or Extended US Revolving Credit Commitments and Extended Canadian Revolving Credit Loans and/or Extended Canadian Revolving Credit Commitments.

“Extended US Revolving Credit Commitments” shall have the meaning provided in Section 2.19(a).

“Extended US Revolving Credit Loans” shall have the meaning provided in Section 2.19(a).

“Extending Lender” shall have the meaning provided in Section 2.19(b).

“Extension Agreement” shall have the meaning provided in Section 2.19(c).

“Extension Election” shall have the meaning provided in Section 2.19(b).

“Extension Request” shall have the meaning provided in Section 2.19(a).

“Extension Series” shall mean all Extended US Revolving Credit Commitments or Extended Canadian Revolving Credit Commitments that are established pursuant to the same Extension Agreement (or any subsequent Extension Agreement to the extent such Extension Agreement expressly provides that the Extended US Revolving Credit Commitments or Extended Canadian Revolving Credit Commitments, as applicable, provided for therein are intended to be a part of any previously established Extension Series) and that provide for the same interest margins, extension fees, if any, and amortization schedule.

“Fair Market Value” shall mean with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, as reasonably determined by the Company.

“FALV Amortization Factor” shall mean 1 minus a fraction, the numerator of which is the number of calendar months elapsed as of any date of determination since December 31, 2010 but in no event more than 60) and the denominator of which is 60.

27

“FCCR Threshold” shall have the meaning provided in Section 10.11.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the per annum rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” shall mean the fee letter addressed to Holdings from the Joint Bookrunners and accepted by Holdings on September 13, 2010, with respect to certain fees to be paid.

“Fees” shall mean all amounts payable pursuant to, or referred to in, Section 4.1.

“Financial Covenant” shall mean the covenant of the Company set forth in Section 10.11.

“First Merger” shall have the meaning provided in the recitals to this Agreement.

“Fixed Asset Loan Value” shall mean for each Canadian Borrower an amount equal to the sum of (a) 85% multiplied by the Net Orderly Liquidation Value Percentage multiplied by the Canadian Borrowers’ Eligible Equipment as of the Closing Date plus (b) 70% multiplied by the appraised Fair Market Value of the Canadian Borrowers’ Eligible Real Property as of the Closing Date; provided that (A) after the Closing Date the Fixed Asset Loan Value may never increase and (B) the Canadian Administrative Agent may reappraise Eligible Real Property not more than once per year pursuant to Section 9.2(b) and the Fixed Asset Loan Value with respect to such Real Property may be recalculated on such date to reflect the difference, if negative of (a) the Fair Market Value shown by such appraisal multipled by 70% less (b) the appraised Fair Market Value of such Real Property per the immediately prior appraisal multiplied by 70% multiplied by the FALV Amortization Factor on such date.

“Fixed Charge Coverage Ratio” shall mean, as of any date of determination, the ratio of (a) (i) Consolidated EBITDA for the most recent Test Period ended on or prior to such date of determination, minus, without duplication, (ii) Capital Expenditures incurred during such Test Period (other than Capital Expenditures financed with the proceeds of Indebtedness (other than proceeds of Loans), issuances of Capital Stock or proceeds from Dispositions outside the ordinary course of business), minus, (iii) taxes based on income, profits or capital, including federal, foreign, state, franchise, excise and similar taxes, net of cash refunds received, of the Company and its Restricted Subsidiaries paid in cash during such Test Period to (b) Consolidated Fixed Charges payable by the Company and its Restricted Subsidiaries in cash during such Test Period; provided that, for purposes of calculating the Fixed Charge Coverage Ratio for any period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be with respect to all amounts of Consolidated Interest Expense, an amount equal to actual Consolidated Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Closing Date through the date of determination.

In calculating the Fixed Charge Coverage Ratio in connection with the making of any Specified Payment (other than with regard to Investments) at any time when Excess Availability on a Pro Forma Basis is less than 45% of the sum of (x) the lesser of (i) the Total US Revolving Credit Commitment at such time and (ii) the then-applicable US Borrowing Base and (y) the lesser of (i) the Total Canadian Revolving Credit Commitment at such time and (ii) the then-applicable Canadian Borrowing Base, the amount of Consolidated Fixed Charges included in clause (b) above shall include, without duplication of any payments already constituting Consolidated Fixed Charges, the amount of such Specified Payment actually made on such date of determination.

In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, repays, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility that has not been permanently repaid) subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated, but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made, then the Fixed Charge Coverage Ratio shall be calculated giving Pro Forma Effect to such incurrence, assumption, guarantee, repayment, redemption, retirement or extinguishing of Indebtedness as if the same had occurred at the beginning of the applicable Test Period.

“Foreign Subsidiary” shall mean each Subsidiary of the Company that is not a Domestic Subsidiary.

“Fronting Fee” shall have the meaning provided in Section 4.1(b).

28

“GAAP” shall mean generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that if the Company notifies the US Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the US Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“Governmental Authority” shall mean the government of the United States, Canada or any foreign country or any multinational authority, or any state, provincial, territorial or political subdivision thereof, and any entity, body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including the PBGC and other quasi-governmental entities established to perform such functions.

“Guarantees” shall mean, collectively, the Canadian Guarantee and the US Guarantee.

“Guarantee Obligations” shall mean, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such Indebtedness or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness or (d) otherwise to assure or hold harmless the owner of such Indebtedness against loss in respect thereof; provided, however, that the term “Guarantee Obligations” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than with respect to Indebtedness). The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“Guarantors” shall mean, collectively, the US Guarantors and the Canadian Guarantors.

“Hazardous Materials” shall mean (a) any petroleum or petroleum products, radioactive materials, asbestos or asbestos containing material, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls, and radon gas; (b) any chemicals, materials, wastes or substances defined as or included in the definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous waste”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, or “pollutants”, or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material, waste, pollutant, contaminant or substance, which is prohibited, limited or regulated by any Environmental Law.

“Hedge Bank” shall mean any Person that is a Lender, an Agent or an Affiliate of a Lender or an Agent and that is a counterparty to a Hedging Agreement with a Credit Party or one of its Restricted Subsidiaries, in its capacity as such; provided that such Person shall have delivered (except in the case of an Agent) written notice to the US Collateral Agent or the Canadian Collateral Agent, as applicable, at or prior to the time that such Hedging Agreement is entered into or, if later, at the time such Lender becomes a party to this Agreement, that such a transaction has been entered into and that such Person constitutes a Hedge Bank entitled to the benefits of the Security Documents and the Intercreditor Agreement. For the avoidance of doubt, each Agent shall constitute a Hedge Bank to the extent it has entered into a Hedging Agreement.

“Hedging Agreement” shall mean (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

29

“Hedging Obligations” shall mean, with respect to any Person, the obligations of such Person under Hedging Agreements.

“Historical Financial Statements” shall mean (a) the audited consolidated balance sheets of the Company as at January 2, 2010, January 3, 2009 and December 29, 2007 and related statements of income and cash flows of the Company for the fiscal years ended at January 2, 2010, January 3, 2009 and December 29, 2007 and (b) the unaudited consolidated balance sheet of the Company as at the end of, and related statements of income and cash flows of the Company for each subsequent fiscal quarter of the Company after January 2, 2010 ended at least 45 days before the Closing Date (in the case of this clause (b), without footnotes).

“Holdings” shall mean CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation, or, after the Closing Date, any other Person (the “New Holdings”) that is a Subsidiary of CAREY INTERMEDIATE HOLDINGS, CORP. (or the previous New Holdings as the case may be) (the “Previous Holdings”); provided that (a) such New Holdings owns 100% of Voting Stock of the Borrower, (b) the New Holdings shall expressly assume all the obligations of the Previous Holdings under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the US Administrative Agent, (c) the New Holdings shall have delivered to the US Administrative Agent an officer’s certificate stating that such substitution and any supplements to the Credit Documents preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the Security Documents, (d) if reasonably requested by the US Administrative Agent, an opinion of counsel to the effect that such substitution does not violate this Agreement or any other Credit Document, (e) all assets of the Previous Holdings are contributed or otherwise transferred to such New Holdings and (f) no Default or Event of Default has occurred and is continuing at the time of such substitution and such substitution does not result in any Default or Event of Default or material tax liability; provided, further, that if the foregoing are satisfied, the Previous Holdings shall be automatically released of all its obligations under the Credit Documents and any reference to “Holdings” in the Credit Documents shall be meant to refer to the “New Holdings”.

“Immaterial Subsidiary” shall mean, at any date of determination, any Restricted Subsidiary of the Company (a) whose total assets (when combined with the assets of such Restricted Subsidiary’s Subsidiaries after eliminating intercompany obligations) at the last day of the most recent Test Period ended on or prior to such determination date were less than 2% of the Consolidated Total Assets of the Company and its Restricted Subsidiaries, taken as a whole, at such date and (b) whose gross revenues (when combined with the revenues of such Restricted Subsidiary’s Subsidiaries after eliminating intercompany obligations) for such Test Period were less than 2% of the consolidated gross revenues of the Company and its Restricted Subsidiaries, taken as a whole, for such period, in each case determined in accordance with GAAP.

“Increased Amount Date” shall have the meaning provided in Section 2.15.

“Indebtedness” shall mean, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all indebtedness of such Person for borrowed money and all indebtedness of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c) net Hedging Obligations of such Person;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) accrued expenses and current trade liabilities (but not any refinancings, extensions, renewals, or replacements thereof) incurred in the ordinary course of business and maturing within 365 days after the incurrence thereof except if such trade liabilities bear interest and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Capitalized Lease Obligations; and

(g) all Guarantee Obligations of such Person in respect of any of the foregoing;

30

provided that Indebtedness shall not include (i) prepaid or deferred revenue arising in the ordinary course of business and (ii) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warrants or other unperformed obligations of the seller of such asset.

For all purposes hereof, the Indebtedness of any Person shall in the case of Holdings, the Company and its Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice. The amount of any net Hedging Obligations on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) above shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the Fair Market Value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Parties” shall have the meaning provided in Section 13.5(a).

“Information” shall have the meaning provided in Section 13.16.

“Intercompany Notes” shall mean, collectively, the Canadian Intercompany Note and the US Intercompany Note.

“Intercreditor Agreement” shall mean the Intercreditor Agreement, dated as of the Closing Date, in substantially the form of Exhibit O hereto, among the US Collateral Agent and the Notes Collateral Agent, and acknowledged and agreed by Holdings, the Company and the other US Guarantors.

“Interest Period” shall mean, with respect to any Loan, the interest period applicable thereto, as determined pursuant to Section 2.9.

“Inventory” shall mean any “inventory,” as such term is defined in the UCC or PPSA, as applicable, now owned or hereafter acquired by any Borrower, wherever located, and in any event including inventory, merchandise, goods and other personal property that are held by or on behalf of any Borrower for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, supplies or materials of any kind, nature or description used or consumed or to be used or consumed in such Borrower’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software.

“Inventory Appraisal” shall mean (a) on the Closing Date, the appraisal prepared by Great American Group dated September 2010 and (b) thereafter, the most recent inventory appraisal conducted by an independent appraiser firm pursuant to Section 9.2(b).

“Investment” shall have the meaning provided in Section 10.5.

“Investors” shall mean the Sponsor, certain other investors arranged by and/or designated by the Sponsor and the Management Investors.

“ISP” shall mean, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” shall mean, with respect to any Letter of Credit, the Letter of Credit Request, and any other document, agreement and instrument entered into by a Letter of Credit Issuer and applicable Borrower (or any Restricted Subsidiary) or in favor of a Letter of Credit Issuer and relating to such Letter of Credit.

“Joinder Agreement” means an agreement substantially in the form of Exhibit M.

“Joint Bookrunners” shall mean UBS Securities LLC, Deutsche Bank Securities Inc. and Wells Fargo Capital Finance, LLC.

“Joint Lead Arrangers” shall mean UBS Securities LLC, Deutsche Bank Securities Inc. and Wells Fargo Capital Finance, LLC.

31

“Landlord Lien Reserve” shall mean an amount equal to up to 3 months’ rent for all of the Borrowers’ leased locations where Eligible Inventory or Eligible Equipment is located in each Landlord Lien State, other than (a) leased locations with respect to which the US Collateral Agent or Canadian Collateral Agent, as applicable, shall have received a landlord’s waiver of subordination of lien in form reasonably satisfactory to the US Administrative Agent or Canadian Administrative Agent, as applicable, and the Co-Collateral Agent and (b) any leased location in respect of which such Inventory or Equipment at all such locations in the aggregate has a value of $7,000,000 or the CDN Dollar Equivalent thereof or less.

“Landlord Lien State” shall mean (i) each of Washington, Virginia and Pennsylvania and (ii) such other state(s) or Province(s) of Canada in which a landlord’s claim for rent has priority by operation of law over the Lien of the US Collateral Agent or Canadian Collateral Agent, as applicable, on any of the Collateral consisting of Eligible Inventory.

“Lender” shall have the meaning provided in the preamble to this Agreement.

“Lender Default” means (a) the refusal (which may be given verbally or in writing and that has not been retracted) or failure of any Lender to make available its portion of any incurrence of Loans or participations, which refusal or failure is not cured within one Business Day after the date of such refusal or failure, (b) the failure of any Lender to pay over to the US Administrative Agent or Canadian Administrative Agent, any Letter of Credit Issuer, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due or (c) any Lender has admitted in writing that it is insolvent or such Lender becomes subject to a Lender-Related Distress Event.

“Lender-Related Distress Event” mean, with respect to any Lender, that such Lender or any Person that directly or indirectly controls such Lender (each, a “Distressed Person”), as the case may be, is or becomes subject to, a voluntary or involuntary case with respect to such Distressed Person under any debt relief law, or a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any Person that directly or indirectly controls such Distressed Person is subject to a forced liquidation, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Capital Stock in any Lender or any Person that directly or indirectly controls such Lender by a Governmental Authority or an instrumentality thereof.

“Letter of Credit” shall have the meaning provided in Section 3.1(a).

“Letter of Credit Borrowing” shall mean an extension of credit resulting from a Drawing under any Letter of Credit that has not been reimbursed on the date when made or refinanced as a Borrowing.

“Letter of Credit Exposure” shall mean the sum of the US Letter of Credit Exposure and the Canadian Letter of Credit Exposure.

“Letter of Credit Issuers” shall mean, collectively, the US Letter of Credit Issuers and the Canadian Letter of Credit Issuers.

“Letter of Credit Maturity Date” shall mean the date that is 5 Business Days prior to the Revolving Credit Maturity Date.

“Letter of Credit Participant” shall have the meaning provided in Section 3.3(a).

“Letter of Credit Participation” shall have the meaning provided in Section 3.3(a).

“Letter of Credit Request” shall have the meaning provided in Section 3.2(a).

“Letter of Credit Sub-Limit” shall mean the sum of the US Letter of Credit Sub-Limit and the Canadian Letter of Credit Sub-Limit.

“Letters of Credit Outstanding” shall mean the sum of the US Letters of Credit Outstanding and the Canadian Letters of Credit Outstanding.

32

“Lien” shall mean any mortgage, pledge, security interest, hypothecation, assignment, lien (statutory or other) or similar encumbrance, and any easement, right-of-way, license, restriction (including zoning restrictions), defect, exception or irregularity in title or similar charge or encumbrance (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof); provided that in no event shall an operating lease be deemed to be a Lien.

“Loan” shall mean any Revolving Credit Loan, Swingline Loan, New Revolving Credit Loan or Extended Revolving Credit Loan made by any Lender hereunder.

“Loss Sharing Agreement” means the Loss Sharing Agreement to be executed by the Lenders substantially in the form of Exhibit L, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Management Investors” shall mean the officers, directors and employees of Holdings, the Company and the Restricted Subsidiaries who become investors in Holdings, any of its direct or indirect parent entities or in the Company.

“Mandatory Borrowing” shall have the meaning provided in Section 2.1(c)(ii).

“Master Agreement” shall have the meaning provided in the definition of the term “Hedging Agreement.”

“Material Adverse Effect” shall mean an effect that results in or causes, or could reasonably be expected to result in or cause, a material adverse effect on (a) the business, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Company and the Restricted Subsidiaries, taken as a whole, (b) the legality, validity or enforceability of any Credit Document, (c) the ability of the Credit Parties (taken as a whole) to perform their respective obligations under the Credit Documents or (d) the rights and remedies of the US Administrative Agent, the Canadian Administrative Agent, the US Collateral Agent, the Canadian Collateral Agent or the Lenders under the Credit Documents.

“Maturity Date” shall mean the Revolving Credit Maturity Date, the Letter of Credit Maturity Date, the Swingline Maturity Date or maturity date related to any Extension Series of Extended US Revolving Credit Commitments or Extended Canadian Revolving Credit Commitments, as applicable.

“Merger Consideration” shall mean the cash received (or entitled to be received) under the Purchase Agreement in connection with the First Merger by the equity holders of the Target in exchange for their Capital Stock (and any options or warrants or stock appreciation or similar rights issued with respect to such Capital Stock) in the Target.

“Merger Funds” shall mean the total sources required to pay the Merger Consideration, the Refinancing and the Transaction Expenses.

“Merger Sub” shall mean Carey Acquisition Corp., a Delaware corporation.

“Mergers” shall have the meaning provided in the recitals to this Agreement.

“Minimum Borrowing Amount” shall mean (a) with respect to a Borrowing of Revolving Credit Loans, $1,000,000 or CDN $1,000,000, and (b) with respect to a Borrowing of Swingline Loans, $100,000 or CDN $100,000.

“Minority Investment” shall mean any Person (other than a Subsidiary) in which the Company or any Restricted Subsidiary owns Capital Stock.

“Moody’s” shall mean Moody’s Investors Service, Inc. or any successor by merger or consolidation to its business.

“Mortgage” shall mean a mortgage or a deed of trust, deed to secure debt, trust deed or other security document entered into by the owner of a Mortgaged Property with, or in favor of, the US Collateral Agent or Canadian Collateral Agent, as applicable, for the benefit of the Secured Parties in respect of that Mortgaged Property, substantially in the form of Exhibit C-1 for Mortgaged Property located in the United States and in the form of Exhibit C-2 for Mortgaged Property located in Canada (in each case, with such changes thereto as may be necessary to account for local law matters) or otherwise in such form as agreed between the Company, the US Collateral Agent or the Canadian Collateral Agent.

“Mortgage Supporting Documents” shall mean the documents that are to be delivered under Section 9.14(c) with respect to any Mortgage for any Mortgaged Property.

33

“Mortgaged Property” shall mean, initially, each parcel of Real Property owned by a Credit Party and identified on Schedule 1.1(b), and each other parcel of Real Property with respect to which a Mortgage is required to be granted pursuant to Section 9.14(b).

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Company, a Subsidiary or an ERISA Affiliate had an obligation to contribute over the five preceding calendar years.

“Net Orderly Liquidation Value Percentage” shall mean, (a) with respect to Eligible Inventory, the value of Eligible Inventory that is estimated to be recoverable in an orderly liquidation thereof, net of all costs of liquidation thereof, based upon the most recent Inventory Appraisal conducted in accordance with this Agreement and expressed as a percentage of cost of such Eligible Inventory and (b) with respect to Eligible Equipment, the value of Eligible Equipment that is estimated to be recoverable in an orderly liquidation thereof, net of all costs of liquidation thereof, based upon the most recent appraisal conducted in accordance with this Agreement and expressed as a percentage of cost of such Eligible Equipment.

“New Canadian Revolving Credit Commitments” shall have the meaning provided in Section 2.15.

“New Canadian Revolving Credit Lender” shall have the meaning provided in Section 2.15.

“New Holdings” shall have the meaning provided in the definition of the term “Holdings.”

“New Revolving Credit Loans” shall have the meaning provided in Section 2.15.

“New Revolving Credit Commitments” shall have the meaning provided in Section 2.15.

“New Revolving Credit Lender” shall have the meaning provided in Section 2.15.

“New US Revolving Credit Commitments” shall have the meaning provided in Section 2.15.

“New US Revolving Credit Lender” shall have the meaning provided in Section 2.15.

“Non-Cash Charges” shall mean (a) any impairment charge or asset write-off or write-down related to intangible assets (including goodwill), long-lived assets, and investments in debt and equity securities pursuant to GAAP, (b) all losses from investments recorded using the equity method, (c) all Non-Cash Compensation Expenses, (d) the non-cash impact of purchase accounting, (e) the non-cash impact of accounting changes or restatements and (f) other non-cash charges (provided, in each case, that if any 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 EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

“Non-Cash Compensation Expense” shall mean any non-cash expenses and costs that result from the issuance of stock-based awards, partnership interest-based awards and similar incentive based compensation awards or arrangements.

“Non-Consenting Lender” shall have the meaning provided in Section 13.7(b).

“Non-Defaulting Lender” shall mean and include each Lender other than a Defaulting Lender.

“Non-Excluded Taxes” shall have the meaning provided in Section 5.4(a).

“Non-Extension Notice Date” shall have the meaning provided in Section 3.2(b).

“Non-US Lender” shall have the meaning provided in Section 5.4(e).

“Notes Collateral Agent” shall have the meaning provided in the Intercreditor Agreement.

“Note Liens” shall mean Liens securing the Notes Obligations.

“Notes Obligations” shall have the meaning provided in the Intercreditor Agreement.

34

“Notes Priority Collateral” shall have the meaning provided in the Intercreditor Agreement.

“Notice Event” shall mean the occurrence of any one of the following events: (a) the Excess Availability is (for a period of five consecutive Business Days) less than the greater of (1) $20.0 million and (2) 15.0% of the sum of (x) the lesser of (I) the US Total Revolving Credit Commitment at such time and (II) the then-applicable US Borrowing Base and (y) the lesser of (I) the Canadian Total Revolving Credit Commitment at such time and (II) the then applicable Canadian Borrowing Base or (b) an Event of Default shall occur and be continuing; provided that, to the extent that a Notice Event has occurred due to clause (a) of this definition the Notice Event shall be deemed to be over if Excess Availability shall be equal to or greater than (1) $20.0 million and (2) 15.0% of the sum of (x) the lesser of (I) the US Total Revolving Credit Commitment at such time and (II) the then-applicable US Borrowing Base and (y) the lesser of (I) the Canadian Total Revolving Credit Commitment at such time and (II) the then applicable Canadian Borrowing Base for at least 30 consecutive days and to the extent that the Notice Event has occurred due to clause (b) of this definition, the Notice Event shall be deemed to be over on the date such Event of Default is cured or waived or otherwise ceases to exist.

“Notice of Borrowing” shall mean a request of a Borrower in accordance with the terms of Section 2.3 and substantially in the form of Exhibit F-1 or such other form as shall be approved by the US Administrative Agent or Canadian Administrative Agent, as applicable (in each case, acting reasonably).

“Notice of Conversion or Continuation” shall have the meaning provided in Section 2.6.

“Obligations” shall mean, collectively, the US Obligations and the Canadian Obligations.

“Organizational Documents” shall mean, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-US jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement, (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and (d) with respect to an unlimited liability company, the memorandum of association and articles of association, and, if applicable, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” shall have the meaning provided in Section 5.4(b).

“Painted Coil” shall mean raw material Inventory consisting of uncut aluminum and steel coil that has been painted.

“Parent” shall mean Carey Investment Holdings Corp., a Delaware corporation.

“Parent Loan” shall mean the $5,000,000 in initial aggregate principal amount of subordinated convertible promissory notes of the Parent issued to the Sponsor on the Closing Date.

“Participant” shall have the meaning provided in Section 13.6(c)(i).

“PATRIOT ACT” shall have the meaning provided in Section 13.18.

“Payment Conditions” shall mean, at any time of determination with respect to any Specified Payment, as of the date of such Specified Payment and after giving Pro Forma Effect thereto, that:

(a) no Default or Event of Default shall have occurred and be continuing or would result therefrom,

(b) Excess Availability after giving Pro Forma Effect to such Specified Payment shall not be and, for the 30 consecutive day period immediately prior to the making of such Specified Payment, shall not have been, less than (i) in the case of Section 10.5(w), 12.5%, (ii) in the case of Section 10.6(f), 17.5% and (iii) in the case of Section 10.7(a)(iii), 15%, in each case of the sum of (A) the lesser of (x) the US Total Revolving Credit Commitments at such time and (y) the then-applicable US Borrowing Base (as calculated on a Pro Forma Basis after giving effect to such Specified Payment) and (B) the lesser of (x) the Canadian Total Revolving Credit Commitments at such time and (y) the then-applicable Canadian Borrowing Base (as calculated on a Pro Forma Basis after giving effect to such Specified Payment) and

35

(c) the Fixed Charge Coverage Ratio as of the end of the most recently ended Test Period prior to the making of such Specified Payment, calculated on a Pro Forma Basis to give effect to such Specified Payment as if such Specified Payment had been made as of the first day of such period, shall be equal to or greater than 1.00 to 1.00.

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

“Pension Plan” shall mean any employee pension benefit plan (as defined in Section 3(2) of ERISA, other than a multiemployer plan as defined in Section 4001 of ERISA) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA and in respect of which the Company, a Subsidiary or an ERISA Affiliate is (or, if such Pension Plan were terminated, would under Section 4062 or Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Perfection Certificate” shall mean a certificate of the Borrowers and Guarantors in the form of Exhibit D or any other form approved by the US Administrative Agent.

“Permitted Acquisition” shall mean any acquisition, by merger or otherwise, by the Company or any of the Restricted Subsidiaries of assets (including any assets constituting a business unit, line of business or division) or Capital Stock, so long as

(a) such acquisition and all transactions related thereto shall be consummated in accordance with all Applicable Laws;

(b) if such acquisition involves the acquisition of Capital Stock of a Person that upon such acquisition would become a Restricted Subsidiary, such acquisition shall result in the issuer of such Capital Stock becoming a Restricted Subsidiary and a Guarantor to the extent required by Section 9.10;

(c) such acquisition shall result in the US Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the Secured Parties, being granted a security interest in any Capital Stock or any assets so acquired to the extent required by Sections 9.10, 9.11 and/or 9.14(b);

(d) after giving effect to such acquisition, no Default or Event of Default shall have occurred and be continuing;

(e) after giving effect to such acquisition, the Company and its Restricted Subsidiaries shall be in compliance with Section 9.13;

(f) the Fixed Charge Coverage Ratio as of the end of the most recently ended Test Period prior to such Permitted Acquisition, calculated on a Pro Forma Basis to give effect to such Permitted Acquisition as if such Permitted Acquisition had been consummated as of the first day of such period, shall be equal to or greater than 1.00 to 1.00;

(g) in the event that the Permitted Acquisition Consideration for all acquisitions in any fiscal year exceeds $10,000,000, Excess Availability after giving Pro Forma Effect to such acquisition shall be not less than 12.5% of the sum of (i) the lesser of (x) the aggregate US Total Revolving Credit Commitments at such time and (y) the then-applicable US Borrowing Base (as calculated on a Pro Forma Basis after giving effect to such acquisition) and (ii) the lesser of (x) the Canadian Total Revolving Credit Commitments at such time and (y) the then-applicable Canadian Borrowing Base (as calculated on a pro forma basis after giving effect to such acquisition); and

(h) the Board of Directors of the Person to be acquired shall not have indicated publicly its opposition to the consummation of such acquisition (unless such opposition has been publicly withdrawn).

“Permitted Acquisition Consideration” shall mean, in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof by Holdings, the Borrower or its Restricted Subsidiaries.

36

“Permitted Cure Securities” shall mean equity securities of Holdings or the Company (or any direct or indirect parent thereof) having no mandatory redemption, repurchase or similar requirements prior to 91 days after the latest Revolving Credit Maturity Date hereunder (determined at the time of issuance), and upon which all dividends or distributions (if any) shall be, prior to 91 days after such latest Revolving Credit Maturity Date hereunder, payable solely in additional shares of such equity security.

“Permitted Discretion” shall mean the US Administrative Agent’s or Canadian Administrative Agent’s, as applicable, and the Co-Collateral Agent’s commercially reasonable judgment in establishing eligibility criteria and Reserves, exercised in good faith in accordance with customary business practices for similar asset-based lending transactions, based upon their consideration as to any factor, event, condition or other circumstance which the US Administrative Agent or Canadian Administrative Agent, as applicable, and the Co-Collateral Agent reasonably determine: (a) will or could reasonably be expected to adversely affect the quantity, quality, mix or value of the Eligible Accounts, Eligible Inventory, Eligible Equipment and Eligible Real Property (including any Applicable Law that may inhibit collection of an Account), the enforceability or priority of the applicable Collateral Agent’s Liens thereon or the amount which the Administrative Agents, the Lenders or the Letter of Credit Issuers would be likely to receive (after giving consideration to delays in payment and costs of enforcement) in the liquidation of such Eligible Accounts, Eligible Inventory, Eligible Equipment and Eligible Real Property or (b) that any collateral report or financial information delivered to the US Administrative Agent, the Canadian Administrative Agent or the Co-Collateral Agent by the Borrowers or any Person on behalf of thereof is incomplete, inaccurate or misleading in any material respect or (c) creates a Default or an Event of Default. In exercising such judgment, the US Administrative Agent, the Canadian Administrative Agent and the Co-Collateral Agent may consider, without duplication, factors already included in or tested by the definition of Eligible Accounts, Eligible Inventory, Eligible Equipment and Eligible Real Property, and any other criteria including: (i) changes after the Closing Date in any concentration of risk with respect to Eligible Accounts from the concentration of risk set forth in the Disclosed Documents and (ii) any other factors arising after the Closing Date that affect or that could reasonably be expected to affect the credit risk of lending to the Borrowers on the security of the Collateral. For the avoidance of doubt, the Permitted Discretion as it relates to the US Borrowing Base will be exercised by the US Administrative Agent and the Co-Collateral Agent and as it relates to the Canadian Borrowing Base will be exercised by the Canadian Administrative Agent and the Co-Collateral Agent.

“Permitted Holders” shall mean, collectively, the Sponsor and the Management Investors.

“Permitted Investments” shall mean

(a) US Dollars, Canadian Dollars and, with respect to any Foreign Subsidiaries, other local currencies held by such Foreign Subsidiary, in each case in the ordinary course of business;

(b) securities issued or unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof, or the Canadian government or any agency or instrumentality thereof, in each case having maturities of not more than 24 months from the date of acquisition thereof;

(c) securities issued by any state, commonwealth or territory of the United States of America or any political subdivision or taxing authority of any such state, commonwealth or territory or any public instrumentality thereof or any political subdivision or taxing authority of any such state, commonwealth or territory or any public instrumentality thereof or Canadian province or territory or any public instrumentality thereof, in each case, having maturities of not more than 24 months from the date of acquisition thereof and, at the time of acquisition, having an investment grade rating generally obtainable from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then from another nationally recognized rating service);

(d) commercial paper or variable or fixed rate notes issued by or guaranteed by any Lender or any bank holding company owning any Lender;

(e) commercial paper or variable or fixed rate notes maturing no more than 12 months after the date of creation thereof and, at the time of acquisition, having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

37

(f) time deposits with, or domestic and Eurodollar certificates of deposit or bankers’ acceptances maturing no more than two years after the date of acquisition thereof issued by, any Lender or any other bank having combined capital and surplus of not less than $250,000,000 in the case of domestic banks and $100,000,000 (or the US Dollar Equivalent thereof) in the case of foreign banks;

(g) repurchase agreements with a term of not more than 30 days for underlying securities of the type described in clauses (b), (c) and (f) above entered into with any bank meeting the qualifications specified in clause (f) above or securities dealers of recognized national standing;

(h) marketable short-term money market and similar securities having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

(i) shares of investment companies that are registered under the Investment Company Act of 1940 and invest solely in one or more of the types of securities described in clauses (a) through (h) above; and

(j) in the case of investments by any Restricted Foreign Subsidiary or investments made in a country outside the United States of America, other customarily utilized high-quality investments in the country where such Restricted Foreign Subsidiary is located or in which such investment is made.

“Permitted Liens” shall mean:

(a) Liens for taxes, assessments or other governmental charges or claims that are either (i) not yet due and payable or delinquent and not subject to penalties for nonpayment or (ii) being diligently contested in good faith by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP,

(b) Liens in respect of property or assets of the Company or any of its Subsidiaries imposed by law, such as landlord’s, carriers’, warehousemen’s, repairmen’s, construction contractors’, materialmen’s, workmen’s suppliers’ and mechanics’ Liens and other similar Liens, in each case so long as such Liens arise in the ordinary course of business and do not individually or in the aggregate have a Material Adverse Effect,

(c) Liens arising from judgments or decrees for the payment of money in circumstances not constituting an Event of Default under Section 11.9,

(d) Liens incurred or pledges or deposits made in connection with workers’ compensation, unemployment insurance and other types of social security or similar legislation and pledges or deposits securing liabilities to insurance carriers under insurance or self-insurance arrangements in respect of such obligations, or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeal bonds, bids, leases (other than Capitalized Leases), government contracts, trade contracts (other than for Indebtedness), performance and return-of-money bonds and other similar obligations (including letters of credit issued in lieu of any such bonds or to support the issuance thereof and including those to secure health, safety and environmental obligations) incurred in the ordinary course of business,

(e) ground leases or subleases, licenses or sublicenses in respect of real property on which facilities owned or leased by the Company or where any of its Subsidiaries are located,

(f) site plan agreements, subdivision agreements, servicing agreements, development agreements, reciprocal agreements, easements, rights-of-way, licenses, restrictions (including zoning restrictions), minor defects, exceptions or irregularities in title, encroachments, protrusions, permits, covenants, servitudes, rights of expropriation, watercourse and rights of water and other similar charges or encumbrances, in each case as do not, in the aggregate, materially detract from the value of the Real Property of the Company and its Subsidiaries, taken as a whole, or interfere in any material respect with the business of the Company and its Subsidiaries, taken as a whole, and that were not incurred in connection with and do not secure any Indebtedness, and to the extent reasonably agreed by the US Administrative Agent or Canadian Administrative Agent, as applicable, any exception on the title policies issued in connection with any Mortgaged Property,

(g) any agreements with any Governmental Authority or utility that do not, in the aggregate, have a material adverse effect on the use or value of Real Property;

38

(h) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest relating to any lease, sublease, license or sublicense permitted by this Agreement (including any subordination of the interest of the lessee, sublessee or licensee under such lease, sublease, license or sublicense to any Liens in respect of the interest of the lessor, sublessor, licensor or sublicensor),

(i) 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,

(j) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit or bankers’ acceptance issued or created for the account of the Company or any of its Subsidiaries; provided that such Lien secures only the obligations of the Company or such Subsidiaries in respect of such letter of credit to the extent permitted under Section 10.1,

(k) customary licenses of intellectual property granted in the ordinary course of business,

(l) Liens arising from precautionary UCC or PPSA financing statement or similar filings made in respect of operating leases entered into by the Company or any of its Subsidiaries,

(m) any zoning or similar law or right reserved to, or vested in, any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary course of conduct of the business of the Company and its Restricted Subsidiaries as currently conducted, taken as a whole,

(n) all rights reserved to or vested in any Governmental Authority by the terms of any lease, license, franchise, grant or permit held by the applicable Credit Party or a Subsidiary of a Credit Party or affecting the relevant Real Property and that does not materially interfere with the ordinary course of conduct of the Credit Parties and their Subsidiaries (taken as a whole) or by any statutory provision to terminate any such lease, license, franchise, grant or permit or to require annual or periodic payments as a condition of the continuance thereof or to distrain against or to obtain a Lien on any property or assets of the applicable Credit Party or Subsidiary of a Credit Party in the event of failure to make such annual or other periodic payments, so long as in each event such annual or other periodic payments are being made,

(o) the Canadian Permitted Liens,

(q) Liens arising out of any license, sublicense or cross-license or intellectual property permitted by Section 10.4,

(r) Liens on vehicles and equipment of the Company or any Subsidiary granted in the ordinary course of business, and

(s) Deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers.

“Permitted Overadvance” shall have the meaning provided in Section 2.1(d).

“Permitted Refinancing Indebtedness” shall mean, with respect to any Indebtedness (the “Refinanced Indebtedness”) any Indebtedness issued in exchange for, or the net proceeds of which are used to modify, extend, refinance, renew, replace or refund (collectively to “Refinance” or a “Refinancing” or “Refinanced”) such Refinanced Indebtedness (or previous refinancing thereof constituting Permitted Refinancing Indebtedness); provided that (A) the principal amount (or accreted value, if applicable) of any such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Refinanced Indebtedness outstanding immediately prior to such Refinancing except by an amount equal to the unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (B) if the Indebtedness being Refinanced is Indebtedness permitted by Section 10.1(a), 10.1(g), 10.1(i) or 10.1(k), the direct and contingent obligors with respect to such Permitted Refinancing Indebtedness are not changed, (C) other than with respect to a Refinancing in respect of Indebtedness permitted pursuant to Section 10.1(c), such Permitted Refinancing Indebtedness shall have a final maturity date equal to or 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 Refinanced Indebtedness and (D) if the Indebtedness being Refinanced is Indebtedness permitted by Section 10.1(a), 10.1(g), 10.1(i) or 10.1(k), the terms and conditions of any such Permitted Refinancing Indebtedness, taken as a whole, are not materially less favorable to the Lenders than the terms and conditions of the Refinanced Indebtedness being Refinanced (including, if applicable, as to collateral priority and subordination, but excluding as to interest rates, fees, funding discounts and redemption or prepayment premiums); provided that a certificate of an Authorized Officer of the Company delivered to the US Administrative Agent at least 10 Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the US Administrative Agent notifies Holdings and the Company within such 10 Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees).

39

“Permitted Sale Leaseback” shall mean any Sale Leaseback consummated by the Company or any of the Restricted Subsidiaries pursuant to Section 10.4(g).

“Person” shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, association, unlimited liability corporation or company, limited partnership, trust or other enterprise or any Governmental Authority.

“Pledge Agreements” shall mean, collectively, the US Pledge Agreement, the Canadian Pledge Agreement — Canadian Credit Parties and the Canadian Pledge Agreement — US Credit Parties.

“Post-Acquisition Period” shall mean, with respect to any Specified Transaction, the period beginning on the date such Specified Transaction is consummated and ending on the last day of the fourth full consecutive fiscal quarter immediately following the date on which such Specified Transaction is consummated.

“PPSA” shall mean the Personal Property Security Act (Ontario), the Civil Code of Québec or any other applicable Canadian federal, provincial or territorial statute pertaining to the granting, perfecting, priority or ranking of security interests, liens, hypothecs on personal property, and any successor statutes, together with any regulations thereunder, in each case as in effect from time to time. References to sections of the PPSA shall be construed to also refer to any successor sections.

“Preferred Capital Stock” shall mean any Capital Stock with preferential rights of payments on dividends or upon liquidation, dissolution or winding up.

“Previous Holdings” shall have the meaning provided in the definition of the term “Holdings.”

“Prime Rate” shall mean the rate of interest per annum published by the Wall Street Journal from time to time, as the prime lending rate.

“Priority Payables” shall mean, as to any Canadian Borrower at any time, (a) the full amount of the liabilities of such Canadian Borrower at such time which (i) have a trust imposed to provide for payment or a Lien ranking or capable of ranking senior to or pari passu with Liens securing the Obligations under Applicable Laws of Canada or (ii) have a right imposed to provide for payment ranking or capable of ranking senior to or pari passu with the Obligations under Applicable Laws of Canada; including claims for unremitted and/or accelerated rents, taxes, wages, withholding taxes, harmonized sales tax, goods and services tax, provincial and territorial sales taxes, and other amounts payable to an insolvency administrator, employee withholdings or deductions and vacation pay, workers’ compensation obligations, government royalties or pension fund obligations, in the case of each of clauses (i) and (ii), only to the extent such trust or Lien has been or may be imposed and (b) at any time after an Event of Default which is continuing, the amount equal to the percentage applicable to Inventory included in the calculation of the Canadian Borrowing Base (other than amounts included by virtue of clause (d) thereof) multiplied by the aggregate Fair Market Value of the Eligible Inventory included in the calculation of the Canadian Borrowing Base (other than amounts included by virtue of clause (d) thereof) which is subject to a right of a supplier to repossess goods pursuant to Section 81.1 of the Bankruptcy and Insolvency Act (Canada) or any similar Applicable Laws of Canada granting revendication or similar rights to unpaid suppliers (provided that, to the extent such Inventory has been identified and has been excluded from Eligible Inventory, the amount owing to the supplier shall not be considered a Priority Payable).

“Pro Forma Adjustment” shall mean, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period with respect to the Acquired EBITDA of the applicable Pro Forma Entity or the Consolidated EBITDA of the Company, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Company in good faith as a result of (a) actions taken, prior to or during such Post-Acquisition Period, for the purposes of realizing reasonably identifiable and factually supportable cost savings or (b) any additional costs incurred prior to or during such Post-Acquisition Period in connection with the combination of the operations of such Pro Forma Entity with the operations of the Company and its Restricted Subsidiaries; provided that so long as such actions are taken prior to or during such Post-Acquisition Period or such costs are incurred prior to or during such Post-Acquisition Period it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such cost savings will be realizable during the entirety of such Test Period, or such additional costs will be incurred during the entirety of such Test Period; and provided, further, that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period.

40

“Pro Forma Adjustment Certificate” shall mean any certificate of an Authorized Officer of the Borrower delivered pursuant to Section 9.1(j) or setting forth the information described in clause (iv) to Section 9.1(e).

“Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” shall mean, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a sale, transfer or other disposition of all or substantially all Capital Stock in any Subsidiary of the Company or any division, product line, or facility used for operations of the Company or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of the term “Specified Transaction”, shall be included, (b) any retirement or repayment of Indebtedness and (c) any Indebtedness incurred or assumed by the Company or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above (but without duplication thereof), the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Company and its Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of the term “Pro Forma Adjustment”.

“Pro Forma Entity” shall mean any Acquired Entity or Business or any Converted Restricted Subsidiary.

“Pro Rata Share” shall mean, with respect to any Lender at any time, the percentage obtained by dividing (a) the sum of the US Revolving Credit Commitments or Canadian Revolving Commitments, as applicable (or, if such US Revolving Credit Commitments or Canadian Revolving Commitments, as applicable, are terminated, the US Revolving Credit Exposure or Canadian Revolving Credit Exposure, as applicable, therein), of such Lender then in effect by (b) the sum of the US Revolving Credit Commitments or Canadian Revolving Credit Commitments, as applicable (or, if such US Revolving Credit Commitment or Canadian Revolving Credit Commitments, as applicable, are terminated, the US Revolving Credit Exposure or Canadian Revolving Credit Exposure, as applicable, therein) of all US Lenders or Canadian Lenders, as applicable, then in effect; provided, however, that, if there are no US Revolving Credit Commitments or Canadian Revolving Credit Commitments, as applicable, and no US Revolving Credit Exposure or Canadian Revolving Credit Exposure, as applicable, such Lender’s Pro Rata Share shall be determined based on the Pro Rata Share most recently in effect, after giving effect to any subsequent assignment and any subsequent non-pro rata payments of any Lender pursuant to Section 13.6.

“Purchase Agreement” shall mean the Agreement and Plan of Merger, dated as of September 8, 2010, among Parent, Target and Merger Sub, together with all exhibits and schedules thereto.

“Qualified Capital Stock” shall mean any Capital Stock that is not Disqualified Capital Stock.

“Qualifying IPO” shall mean the issuance by Holdings (or any direct or indirect parent of Holdings) or the Company of its common Capital Stock generating (individually or in the aggregate together with any prior initial public offering) gross proceeds exceeding $100,000,000, in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“Real Property” shall mean all now owned and hereafter acquired real property of the Company and its Restricted Subsidiaries, including leasehold interests, together with all right, title and interest of the Company and its Restricted Subsidiaries in (a) the buildings, structures, and other improvements located thereon and (b) all licenses, easements and appurtenances relating thereto, wherever located, including the real property and related assets of each Borrower and Guarantor more particularly described in the Mortgages, but excluding all operating fixtures and Equipment, whether or not incorporated in the buildings, structures and improvements.

“Recipient” shall have the meaning provided in Section 13.16.

41

“Recovery Event” shall mean (a) any damage to, destruction of or other casualty or loss involving any property or asset or (b) any seizure, condemnation, confiscation or taking under the power of eminent domain of, or any requisition of title or use of or relating to, or any similar event in respect of, any property or asset.

“Reference Lender” shall mean UBS AG, Stamford Branch.

“Refinance” shall have the meaning provided in the definition of the term “Permitted Refinancing Indebtedness”.

“Refinancing” shall have the meaning provided in Section 6.4(d).

“Register” shall have the meaning provided in Section 13.6(b)(iv).

“Regulation D” shall mean Regulation D of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents, advisors and other representatives of such Person or such Person’s Affiliates and any Person that possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

“Release” shall mean any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the environment, or into any structure.

“Reportable Event” shall mean an event described in Section 4043 of ERISA and the regulations thereunder, other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived, with respect to a Pension Plan (other than a Pension Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) and (o) of Section 414 of the Code).

“Required Canadian Lenders” shall mean, at any date, Non-Defaulting Lenders having or holding a majority of the Canadian Adjusted Total Revolving Credit Commitment at such time or, if the Canadian Total Revolving Credit Commitment has been terminated at such time, a majority of the outstanding principal amount of the Canadian Revolving Credit Loans and Canadian Letter of Credit Exposure (excluding the Canadian Letter of Credit Exposure of Defaulting Lenders) at such date.

“Required Lenders” shall mean, at any date, Non-Defaulting Lenders having or holding a majority of the Adjusted Total Revolving Credit Commitment at such time or, if the Total Revolving Credit Commitment has been terminated at such time, a majority of the outstanding principal amount of the Revolving Credit Loans and Letter of Credit Exposure (excluding the Letter of Credit Exposure of Defaulting Lenders) at such date.

“Required US Lenders” shall mean, at any date, Non-Defaulting Lenders having or holding a majority of the US Adjusted Total Revolving Credit Commitment at such time or, if the US Total Revolving Credit Commitment has been terminated at such time, a majority of the outstanding principal amount of the US Revolving Credit Loans and US Letter of Credit Exposure (excluding the US Letter of Credit Exposure of Defaulting Lenders) at such date.

“Required Reimbursement Date” shall have the meaning provided in Section 3.4(a).

42

“Reserves” shall mean reserves deemed necessary by the US Administrative Agent or Canadian Administrative Agent, as applicable, and the Co-Collateral Agent in their Permitted Discretion (a) on the Closing Date as set forth in the Borrowing Base Certificate delivered to the Administrative Agents and the Co-Collateral Agent on or prior to the Closing Date and (b) thereafter, from time to time, established against the gross amount of Eligible Accounts, Eligible Inventory, Eligible Real Property and Eligible Equipment in accordance with Section 2.14, including, without limitation, the aggregate amount of Bank Product Reserves and which have been consented to by the Company. Without limiting the generality of the foregoing, Reserves established to ensure the payment of accrued and unpaid interest pursuant to this Agreement shall be deemed to be a reasonable exercise of the applicable Administrative Agent’s and the Co-Collateral Agent’s Permitted Discretion. For the avoidance of doubt, the Reserves established on the US Borrowing Base will be set by the US Administrative Agent and the Co-Collateral Agent and the Reserves established on the Canadian Borrowing Base will be established by the Canadian Administrative Agent and the Co-Collateral Agent.

“Restricted Debt Payment” shall have the meaning provided in Section 10.7(a).

“Restricted Foreign Subsidiary” shall mean each Restricted Subsidiary that is also a Foreign Subsidiary.

“Restricted Subsidiary” shall mean any Subsidiary of the Company other than an Unrestricted Subsidiary.

“Revolving Credit Commitment” shall mean, at any time, as to any Lender, the aggregate of such Lender’s US Revolving Credit Commitment and such Lender’s Canadian Revolving Credit Commitments. The aggregate amount of the Revolving Credit Commitments as of the date hereof is $225,000,000.

“Revolving Credit Commitment Percentage” shall mean at any time, (i) when used in respect to the US Credit Facility, for each US Lender, the percentage obtained by dividing (a) such US Lender’s US Revolving Credit Commitment by (b) the aggregate amount of US Revolving Credit Commitments of all US Lenders; provided that at any time when the US Total Revolving Credit Commitment shall have been terminated, each US Lender’s US Revolving Credit Commitment Percentage shall be its Revolving Credit Commitment Percentage as in effect immediately prior to such termination and (ii) when used in respect to the Canadian Credit Facility, for each Canadian Lender, the percentage obtained by dividing (a) such Canadian Lender’s Canadian Revolving Credit Commitment by (b) the aggregate amount of Canadian Revolving Credit Commitments of all Canadian Lenders; provided that at any time when the Canadian Total Revolving Credit Commitment shall have been terminated, each Lender’s Canadian Revolving Credit Commitment Percentage shall be its Canadian Revolving Credit Commitment Percentage as in effect immediately prior to such termination and (iii) when used in respect to both Credit Facilities, for each Lender, the percentage obtained by dividing (a) such Lender’s Revolving Credit Commitment by (b) the aggregate amount of Revolving Credit Commitments of all Lenders; provided that at any time when the Total Revolving Credit Commitment shall have been terminated, each Lender’s Revolving Credit Commitment Percentage shall be its Revolving Credit Commitment Percentage as in effect immediately prior to such termination.

“Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the sum of (a) the aggregate principal amount of the Revolving Credit Loans of such Lender then outstanding and (b) such Lender’s Letter of Credit Exposure at such time.

“Revolving Credit Loans” shall mean, collectively, US Revolving Credit Loans and Canadian Revolving Credit Loans.

“Revolving Credit Maturity Date” shall mean the date that is five years after the Closing Date, or, if such date is not a Business Day, the next preceding Business Day.

“Revolving Priority Collateral” shall have the meaning provided in the Intercreditor Agreement.

“S&P” shall mean Standard & Poor’s Ratings Services or any successor by merger or consolidation to its business.

“Sale Leaseback” shall mean any transaction or series of related transactions pursuant to which the Company or any of the Restricted Subsidiaries (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed of.

“SEC” shall mean the Securities and Exchange Commission or any successor thereto.

“Secondary Mergers” shall have the meaning provided in the recitals to this Agreement.

43

“Section 9.1 Financials” shall mean the financial statements delivered, or required to be delivered, pursuant to Section 9.1(a) or 9.1(b), together with the accompanying officer’s certificate delivered, or required to be delivered, pursuant to Section 9.1(e).

“Secured Cash Management Agreement” shall mean any agreement relating to Cash Management Services that is entered into by and between Holdings, any Borrower or any Restricted Subsidiary and a Cash Management Bank.

“Secured Hedging Agreement” shall mean any Hedging Agreement that is entered into by and between Holdings, any Borrower or any Restricted Subsidiary and a Hedge Bank.

“Secured Leverage Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated Secured Indebtedness as of the last day of the relevant Test Period to (b) Consolidated EBITDA for such Test Period.

“Secured Parties” shall mean (a) the Lenders, (b) the Letter of Credit Issuers, (c) the Swingline Lender, (d) the US Administrative Agent, (e) the Canadian Administrative Agent, (f) the US Collateral Agent, (g) the Canadian Collateral Agent, (h) the Co-Collateral Agent, (i) each Cash Management Bank, (j) each Hedge Bank, (k) the beneficiaries of each indemnification obligation undertaken by any US Credit Party or Canadian Credit Party under the Credit Documents and (l) any successors, endorsees, transferees and assigns of each of the foregoing.

“Securities Account Control Agreement” has the meaning specified in the Security Agreement.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Security Agreements” shall mean, collectively, the US Security Agreement and the Canadian Security Agreement.

“Security Documents” shall mean, collectively, the Security Agreements, the Pledge Agreements, the Mortgages, the Loss Sharing Agreement, the Intercreditor Agreement and each other security agreement or other instrument or document executed and delivered pursuant to Section 9.10, Section 9.11 or Section 9.14 or pursuant to any of the Security Documents to secure or perfect the security interest securing any or all of the Obligations.

“Senior Secured Notes” shall mean those 9⅛% senior secured notes due 2017 issued by the Company and co-issued by Carey New Finance, Inc. under the Senior Secured Notes Indenture in an initial aggregate principal amount of $730,000,000, including any “Exchange Note” issued in an “Exchange Offer” therefor (as such term is defined in the Senior Secured Notes Indenture).

“Senior Secured Notes Documents” shall mean the Senior Secured Notes Indenture and the other credit documents referred to therein (including the related guarantee, security, pledge, mortgage and other collateral documents, the notes, the notes purchase agreement and the registration rights agreements).

“Senior Secured Notes Indenture” shall mean the indenture for the Senior Secured Notes, dated as of October 13, 2010 among the Company, Carey New Finance, Inc. and Wells Fargo Bank, National Association, as trustee.

“Sold Entity or Business” shall have the meaning provided in the definition of the term “Consolidated EBITDA”.

“Solvent” shall mean, with respect to any Person, at any date, that (a) the sum of such Person’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Person’s present assets, (b) such Person’s capital is not unreasonably small in relation to its business as contemplated on such date, (c) such Person has not incurred and does not intend to incur, or believe that it will incur, debts including current obligations beyond its ability to pay such debts as they become due (whether at maturity or otherwise), and (d) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standards No. 5).

“Specified Existing Revolving Credit Commitment Classes” shall have the meaning provided in Section 2.19(a).

44

“Specified Obligations” shall mean Obligations consisting of (a) the principal of and interest on Loans and (b) Unpaid Drawings in respect of Letters of Credit.

“Specified Payment” shall mean any Investment pursuant to Section 10.5(w), any Dividend pursuant to Section 10.6(f) and any Restricted Debt Payment pursuant to Section 10.7(a)(iii).

“Specified Subsidiary” shall mean, (a) any Restricted Subsidiary whose total assets (when combined with the assets of such Restricted Subsidiary’s Subsidiaries after eliminating intercompany obligations) at the last day of the most recent Test Period ended on or prior to such date of determination were equal to or greater than 5% of the Consolidated Total Assets of the Company and the Restricted Subsidiaries at such date, (b) any Restricted Subsidiary whose gross revenues (when combined with the revenues of such Restricted Subsidiary’s Subsidiaries after eliminating intercompany obligations) for such Test Period were equal to or greater than 5% of the consolidated gross revenues of the Company and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP or (c) each other Restricted Subsidiary that, when such Restricted Subsidiary’s total assets or gross revenues (when combined with the total assets or revenues of such Restricted Subsidiary’s Subsidiaries after eliminating intercompany obligations) are aggregated with each other Restricted Subsidiary (when combined with the total assets or revenues of such Restricted Subsidiary’s Subsidiaries after eliminating intercompany obligations) that is the subject of an Event of Default described in Section 11.5 would constitute a “Specified Subsidiary” under clause (a) or (b) above.

“Specified Transaction” shall mean, with respect to any period, any Permitted Acquisition or Investment (including acquisitions), sale, transfer or other Disposition of assets or property, incurrence or repayment of Indebtedness, provision of New Revolving Credit Commitments, Dividend, Subsidiary designation or other event that by the terms of the Credit Documents requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”.

“Sponsor” shall mean Hellman & Friedman LLC and/or its Affiliates.

“Stated Amount” of any Letter of Credit shall mean the maximum amount from time to time available to be drawn thereunder, determined without regard to whether any conditions to drawing could then be met.

“Statutory Reserve Rate” shall mean for any day as applied to any Eurodollar Loan, a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages that are in effect on that day (including any marginal, special, emergency or supplemental reserves), expressed as a decimal, as prescribed by the Board and to which the US Administrative Agent is subject, for Eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute Eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated Indebtedness” shall mean any Indebtedness for borrowed money of any Credit Party or any Restricted Subsidiary of any Credit Party that is subordinated to the Obligations as to right and time of payment and as to other rights and remedies thereunder.

“Subsidiary” of any Person shall mean and include (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (b) any limited liability company, partnership, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries has more than a 50% equity interest at the time. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Company.

“Subsidiary Guarantor” shall mean each Guarantor that is a Subsidiary of the Company.

“Successor Borrower” shall have the meaning provided in Section 10.3(a).

“Supermajority Lenders” shall mean, at any date, Non-Defaulting Lenders having in excess of 66 2/3% of the Adjusted Total Revolving Credit Commitment at such time or, if the Total Revolving Credit Commitment has been terminated at such time, a majority of the outstanding principal amount of the Revolving Credit Loans and Letter of Credit Exposure (excluding the Letter of Credit Exposure of Defaulting Lenders) at such date.

45

“Swap Termination Value” shall mean, in respect of any one or more Hedging Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Agreements, (a) for any date on or after the date such Hedging Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedging Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedging Agreements (which may include a Lender or any Affiliate of a Lender).

“Swingline Commitment” shall mean the sum of the US Swingline Commitment and the Canadian Swingline Commitment.

“Swingline Exposure” shall mean, collectively, the US Swingline Exposure and the Canadian Swingline Exposure.

“Swingline Lender” shall mean UBS Loan Finance LLC in its capacity as lender of Swingline Loans hereunder, or such other financial institution who, after the date hereof, shall agree to act in the capacity of lender of Swingline Loans hereunder.

“Swingline Loans” shall mean, collectively, US Swingline Loans and Canadian Swingline Loans.

“Swingline Maturity Date” shall mean, with respect to any Swingline Loan, the date that is five Business Days prior to the Revolving Credit Maturity Date.

“Target” shall have the meaning provided in the recitals to this Agreement.

“Test Period” shall mean, for any determination under this Agreement, the four consecutive fiscal quarters of the Company then last ended and for which Section 9.1 Financials have been delivered to the Administrative Agent.

“Total Revolving Credit Commitment” shall mean the sum of the US Total Revolving Credit Commitment and the Canadian Total Revolving Credit Commitment.

“Transaction Expenses” shall mean any fees or expenses incurred or paid by Sponsor, Parent, Holdings, the Borrowers, any of their Subsidiaries (including the Target and its Subsidiaries) or any of their respective Affiliates in connection with the Transactions and the transactions contemplated hereby and thereby.

“Transactions” shall mean, collectively, (a) the Mergers, (b) the Equity Contribution, (c) the Refinancing, (d) the entering into the Credit Documents and the funding of the Revolving Credit Loans on the Closing Date, (e) the entering into the Senior Secured Notes Documents and the issuance of the Senior Secured Notes pursuant to the Senior Secured Notes Indenture on the Closing Date and, as applicable, the exchange offer required to be consummated by the Senior Secured Notes Documents, (f) the consummation of any other transactions connected with the foregoing and (g) the payment of Transaction Expenses.

“Transferee” shall have the meaning provided in Section 13.6(e).

“Type” shall mean (i) as to any US Revolving Credit Loan, its nature as an ABR Loan or a Eurodollar Loan or (ii) as to any Canadian Revolving Credit Loan, its nature as a Canadian Base Rate Loan, ABR Loan, Eurodollar Loan or CDOR Rate Loan.

“UCC” shall mean the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of New York; provided that to the extent that the UCC is used to define any term herein or in any Credit Document and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, the US Collateral Agent’s or any Lender’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.

“Uncontrolled Cash” shall mean all amounts from time to time on deposit in the Designated Disbursement Accounts.

46

“Unfunded Current Liability” of any Pension Plan shall mean the amount, if any, by which the present value of the accrued benefits under the Pension Plan as of the close of its most recent plan year, determined in accordance with Statement of Financial Accounting Standards No. 87 as in effect on the Closing Date, based upon the actuarial assumptions that would be used by the Pension Plan’s actuary in a termination of the Pension Plan, exceeds the Fair Market Value of the assets allocable thereto.

“Unpaid Drawing” shall have the meaning provided in Section 3.4(b).

“Unrestricted Subsidiary” shall mean (a) any Subsidiary of the Company that is formed or acquired after the Closing Date and is designated as an Unrestricted Subsidiary by the Company pursuant to Section 9.15 subsequent to the Closing Date, (b) any existing Restricted Subsidiary of the Company that is designated as an Unrestricted Subsidiary by the Company pursuant to Section 9.15 subsequent to the Closing Date and (c) any Subsidiary of an Unrestricted Subsidiary.

“US Activation Notice” shall have the meaning provided in Section 9.16(b)(i).

“US Adjusted Total Revolving Credit Commitment” shall mean, at any time, the US Total Revolving Credit Commitment less the aggregate US Revolving Credit Commitments of all Defaulting Lenders.

“US Administrative Agent” shall mean UBS AG, Stamford Branch, or any successor to UBS AG, Stamford Branch appointed in accordance with the provisions of Section 12.11, together with its affiliates, as the US administrative agent for the Lenders under this Agreement and the other Credit Documents.

“US Administrative Agent’s Office” shall mean the office of the US Administrative Agent located at 677 Washington Boulevard, Stamford, Connecticut 06901, or such other office as the US Administrative Agent may hereafter designate in writing as such to the other parties hereto.

“US Borrowers” shall mean (a) the Company, (b) Gentek Holdings, LLC, (c) Gentek Building Products, Inc. and (c) any other Person that at any time after the Closing Date becomes a US Borrower pursuant to the terms of Section 9.10.

“US Borrowing Base” shall mean, as of any date, an amount equal to the sum at such time of (without duplication):

(a) 85% multiplied by the book value of the US Borrowers’ Eligible Accounts at such time; plus

(b) 85% multiplied by the Net Orderly Liquidation Value Percentage multiplied by the US Borrowers’ Eligible Inventory,

in each case, less any Reserve established or modified from time to time by the US Administrative Agent or the Co-Collateral Agent in the exercise of their Permitted Discretion in accordance with the provisions of Section 2.14.

The US Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate theretofore delivered to the Co-Collateral Agent and the US Administrative Agent with such adjustments as the US Administrative Agent and the Co-Collateral Agent deem reasonably appropriate in their Permitted Discretion to assure that the US Borrowing Base is calculated in accordance with the terms of this Agreement.

“US Collateral Agent” shall mean UBS AG, Stamford Branch, or any successor thereto appointed in accordance with the provisions of Section 12.11, together with its affiliates, as the US collateral agent for the Secured Parties under this Agreement and the other Credit Documents.

“US Collection Account” shall have the meaning provided in Section 9.16(b)(i).

“US Concentration Account” shall have the meaning provided in Section 9.16(b)(i).

“US Concentration Account Bank” shall have the meaning provided in Section 9.16(b)(i).

“US Credit Facility” shall mean the US Revolving Credit Loans and US Letters of Credit provided to or for the benefit of any US Borrower pursuant to Sections 2 and 3 hereof.

47

“US Credit Parties” shall mean US Guarantors and US Borrowers; each sometimes being referred to individually as a “US Credit Party.”

“US Dollar Equivalent” shall mean, at any time, (a) as to any amount denominated in US Dollars, the amount thereof at such time, and (b) as to any amount denominated in any other currency, the equivalent amount in US Dollars based on the Exchange Rate in effect on the Business Day of determination.

“US Excess Availability” shall mean an amount equal to the US Maximum Amount less the US Total Revolving Credit Outstandings.

“US Guarantee” shall mean the Guarantee, made by each US Guarantor in favor of the US Collateral Agent for the benefit of the Secured Parties, substantially in the form of Exhibit B-1.

“US Guarantors” shall mean (a) Holdings, (b) the Company, (c) each Domestic Subsidiary (other than an Excluded Subsidiary) on the Closing Date and (d) each Domestic Subsidiary (other than an Excluded Subsidiary) that becomes a party to the US Guarantee after the Closing Date pursuant to Section 9.10.

“US Intercompany Note” shall mean the Intercompany Subordinated Note, dated as of the Closing Date, substantially in the form of Exhibit J-1 hereto executed by Holdings, the Company and each other Restricted Subsidiary of the Company.

“US Lender” shall mean, at any time, each Lender having a US Revolving Credit Commitment or a US Revolving Credit Loan (or US Letter of Credit Exposure) made to any US Borrower owing to it at such time; sometimes being referred to herein collectively as “US Lenders”.

“US Letter of Credit” shall have the meaning provided in Section 3.1(a).

“US Letter of Credit Exposure” shall mean, with respect to any US Lender, at any time, the sum of (a) the amount of any US Unpaid Drawings in respect of which such US Lender has made (or is required to have made) US Revolving Credit Loans pursuant to Section 3.4(a) at such time and (b) such US Lender’s Revolving Credit Commitment Percentage of the US Letters of Credit Outstanding at such time (excluding the portion thereof consisting of US Unpaid Drawings in respect of which the US Lenders have made (or are required to have made) US Revolving Credit Loans pursuant to Section 3.4(a).

“US Letter of Credit Issuer” shall mean (a) UBS AG, Stamford Branch, (b) Wells Fargo Bank, National Association, (c) Deutsche Bank AG New York and (d) in each case, any one or more Persons who shall become a US Letter of Credit Issuer pursuant to Section 3.6. Any US Letter of Credit Issuer may, in its discretion, arrange for one or more US Letters of Credit to be issued by Affiliates of the US Letter of Credit Issuer, and in each such case the term “US Letter of Credit Issuer” shall include any such Affiliate with respect to US Letters of Credit issued by such Affiliate. In the event that there is more than one US Letter of Credit Issuer at any time, references herein and in the other Credit Documents to the US Letter of Credit Issuer shall be deemed to refer to the US Letter of Credit Issuer in respect of the applicable US Letter of Credit or to all US Letter of Credit Issuers, as the context requires.

“US Letter of Credit Participants” shall have the meaning provided in Section 3.3(a).

“US Letter of Credit Participation” shall have the meaning provided in Section 3.3(a).

“US Letter of Credit Sub-Limit” shall mean $22,000,000, as the same may be reduced from time to time pursuant to Section 4.2.

“US Letters of Credit Outstanding” shall mean, at any time, the sum of, without duplication, (a) the aggregate Stated Amount of all outstanding US Letters of Credit and (b) the aggregate amount of all US Unpaid Drawings in respect of all US Letters of Credit.

“US Maximum Amount” shall mean the lesser of (i) the US Borrowing Base in effect from time to time and (ii) the US Total Revolving Credit Commitment in effect from time to time.

48

“US Obligations” shall mean the collective reference to:

(a) the due and punctual payment of (i) the principal of and premium, if any, and interest at the applicable rate provided in this Agreement (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans made to the US Borrowers, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by a US Borrower under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide Cash Collateral, and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the US Borrowers or any other US Credit Party to any of the Secured Parties under this Agreement and the other Credit Documents,

(b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the US Borrowers under or pursuant to this Agreement and the other Credit Documents,

(c) the due and punctual payment and performance of all the covenants, agreements, and liabilities of each US Credit Party under or pursuant to this Agreement or the other Credit Documents,

(d) the due and punctual payment and performance of all Cash Management Obligations of a US Credit Party under each Secured Cash Management Agreement and

(e) the due and punctual payment and performance of all Hedging Obligations of a US Credit Party under each Secured Hedging Agreement.

Notwithstanding the foregoing, (i) the obligations of a US Credit Party under any Secured Cash Management Agreement or Secured Hedge Agreement shall be secured and guaranteed pursuant to the Security Documents and the Guarantees only to the extent that, and for so long as, the other US Obligations are so secured and guaranteed and (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement and the other Credit Document shall not require the consent of the holders of the Cash Management Obligations under Secured Cash Management Agreements or the holders of the Hedging Obligations under Secured Hedging Agreements.

“US Permitted Overadvance” shall have the meaning provided in Section 2.1(d).

“US Pledge Agreement” shall mean the US Pledge Agreement, entered into by Holdings, the US Borrowers, the other pledgors party thereto and the US Collateral Agent for the benefit of the Secured Parties, substantially in the form of Exhibit E-3.

“US Revolving Credit Commitment” shall mean, (a) with respect to each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1.1(a) as such Lender’s “US Revolving Credit Commitment”, (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as such Lender’s “US Revolving Credit Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the US Total Revolving Credit Commitment and (c) in the case of any Lender that increases its US Revolving Credit Commitments or becomes a New US Revolving Credit Lender, in each case pursuant to Section 2.15, the amount specified in the applicable Joinder Agreement, in each case as such US Revolving Credit Commitment may be reduced or increased from time to time as permitted hereunder. The aggregate amount of the US Revolving Credit Commitments as of the date hereof is $150,000,000.

“US Revolving Credit Exposure” shall mean, with respect to any US Lender at any time, the sum of (a) the aggregate principal amount of the US Revolving Credit Loans of such US Lender then outstanding and (b) such US Lender’s US Letter of Credit Exposure at such time.

“US Revolving Credit Loan” shall have the meaning provided in Section 2.1(a)(i).

“US Security Agreement” shall mean the US Security Agreement, entered into by Holdings, the US Borrowers, the other grantors party thereto and the US Collateral Agent for the benefit of the Secured Parties, substantially in the form of Exhibit E-1.

“US Subsidiary Guarantor” shall mean each US Guarantor other than Holdings and the Company.

“US Swingline Commitment” shall mean $22,000,000.

49

“US Swingline Exposure” shall mean, with respect to any US Lender, at any time, such US Lender’s US Revolving Credit Commitment Percentage of the US Swingline Loans outstanding at such time.

“US Swingline Loans” shall have the meaning provided in Section 2.1(c).

“US Total Revolving Credit Commitment” shall mean the sum of the US Revolving Credit Commitments of all the US Lenders.

“US Total Revolving Credit Outstanding” shall mean, at any date, the sum of all US Lenders’ US Revolving Credit Exposure and US Swingline Exposure.

“US Unpaid Drawings” shall have the meaning provided in Section 3.4(a).

“Voting Stock” shall mean, with respect to any Person, shares of such Person’s Capital Stock having the right to vote for the election of directors of such Person under ordinary circumstances.

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Window Plant WIP” shall mean “work in progress” Inventory staged at the front of window lines before assembly.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Title IV of ERISA.

1.2 Other Interpretive Provisions. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import when used in any Credit Document shall refer to such Credit Document as a whole and not to any particular provision thereof.

(c) Section, Exhibit and Schedule references are to the Credit Document in which such reference appears.

(d) The term “including” is by way of example and not limitation.

(e) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(f) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

(g) Section headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Credit Document.

1.3 Accounting Terms.

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP, applied in a manner consistent with that used in preparing the Historical Financial Statements, except as otherwise specifically prescribed herein.

50

(b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Fixed Charge Coverage Ratio and the Secured Leverage Ratio (to the extent necessary) shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.

1.4 Rounding. Any financial ratios required to be maintained or complied with by the Company pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.5 References to Agreements, Laws, etc. Unless otherwise expressly provided herein, (a) references to Organizational Documents, agreements (including the Credit Documents and the Senior Secured Notes Documents) and other Contractual Obligations shall be deemed to include all subsequent amendments, restatements, amendment and restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendment and restatements, extensions, supplements and other modifications are permitted by any Credit Document; and (b) references to any Applicable Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Applicable Law.

1.6 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.7 Timing of Payment of Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in Section 2.9) or performance shall extend to the immediately succeeding Business Day.

1.8 Currency Equivalents Generally.

(a) For purposes of determining compliance under Sections 10.4, 10.5, 10.6 and 10.11 with respect to any amount denominated in any currency other than US Dollars (other than with respect to (a) any amount derived from the financial statements of the Company and the Subsidiaries of the Company and (b) any Indebtedness), such amount shall be deemed to equal the US Dollar Equivalent thereof based on the average Exchange Rate for such other currency for the most recent twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating Consolidated EBITDA for the related period. For purposes of determining compliance with Sections 10.1, 10.2 and 10.5, with respect to any amount of Indebtedness in a currency other than US Dollars, compliance will be determined at the date of incurrence thereof using the US Dollar Equivalent thereof at the Exchange Rate in effect at the date of such incurrence.

(b) The US Administrative Agent shall determine the US Dollar Equivalent of (x) the Canadian Revolving Credit Exposure (i) as of the end of each fiscal quarter of the Company, (ii) on or about the date of the related notice requesting any extension of credit under the Canadian Credit Facility and (iii) on any other date, in its reasonable discretion and (y) any other amount to be converted into US Dollars in accordance with the provisions of this Agreement.

1.9 UCC Terms. The following terms have the meanings given to them in the applicable UCC: “chattel paper”, “commodity account”, “commodity contract”, “commodity intermediary”, “deposit account”, “entitlement holder”, “entitlement order”, “equipment”, “financial asset”, “general intangible”, “goods”, “instruments”, “inventory”, “securities account”, “securities intermediary” and “security entitlement”.

1.10 PPSA Terms. The following terms have the meanings given to them in the applicable PPSA “chattel paper”, “entitlement holder”, “entitlement order”, “equipment”, “financial asset”, “futures account”, “futures contract”, “goods”, “intangible”, “instrument”, “inventory”, “investment property”, “money”, “securities account”, “securities intermediary” and “security entitlement”.

1.11 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Credit Loan”) or by Type (e.g., a “Eurodollar Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Credit Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”).

51

1.12 Interpretation in Québec. For all purposes pursuant to which the interpretation or construction of this Agreement may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (i) “personal property” shall include “movable property”, (ii) “real property” shall include “immovable property”, (iii) “tangible property” shall include “corporeal property”, (iv) “intangible property” shall include “incorporeal property”, (v) “security interest”, “mortgage” and “lien” shall include a “hypothec”, “prior claim” and a “resolutory clause”, (vi) all references to filing, registering or recording under the UCC or PPSA shall include publication under Register of Personal and Movable Real Rights of Québec, (vii) all references to “perfection” of or “perfected” liens or security interest shall include a reference to an “opposable” or “set up” lien or security interest as against third parties, (viii) any “right of offset”, “right of setoff” or similar expression shall include a “right of compensation”, (ix) “goods” shall include corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (x) an “agent” shall include a “mandatary”, (xi) “construction liens” shall include “legal hypothecs”, (xii) “joint and several” shall include solitary, (xiii) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross fault”, (xiv) “beneficial ownership” shall include “ownership on behalf of another as mandatory”, (xv) “easement” shall include “servitude”, (xvi) “priority” shall include “prior claim”, (xvii) “survey” shall include “certificate of location and plan”, (xviii) “fee simple title” shall include “absolute ownership” and (xix) “leasehold interest” shall include “valid lease”.

SECTION 2. Amount and Terms of Credit Facility

2.1 Loans.

(a) Subject to and upon the terms and conditions herein set forth, (i) each US Lender severally agrees to make a loan or loans in US Dollars (each, a “US Revolving Credit Loan”) to the US Borrowers, which US Revolving Credit Loans (A) shall not exceed the US Revolving Credit Commitment of such US Lender (after giving effect thereto and to the application of the proceeds thereof), (B) shall not, after giving effect thereto and to the application of the proceeds thereof, at any time result in the US Total Revolving Credit Outstandings at such time exceeding the US Maximum Amount then in effect, (C) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (D) may, at the option of the US Borrowers, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all US Revolving Credit Loans made by each of the US Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of US Revolving Credit Loans of the same Type and (E) may be repaid and reborrowed in accordance with the provisions hereof and (ii) each Canadian Lender severally agrees to make a loan or loans in either US Dollars or Canadian Dollars (each, a “Canadian Revolving Credit Loan” and, together with US Revolving Credit Loans, the “Revolving Credit Loans” or the “Loans”) to the Canadian Borrowers, which Canadian Revolving Credit Loans (A) the US Dollar Equivalent of such Canadian Revolving Credit Loans shall not exceed the Canadian Revolving Credit Commitment of such Canadian Lender (after giving effect thereto and to the application of the proceeds thereof), (B) shall not, after giving effect thereto and to the application of the proceeds thereof, result in the US Dollar Equivalent of the Canadian Total Revolving Credit Outstandings at such time exceeding the Canadian Maximum Amount then in effect, (C) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (D) may, at the option of the applicable Canadian Borrower, in the case of Canadian Revolving Credit Loans made in Canadian Dollars be incurred and maintained as, and/or converted into, Canadian Base Rate Loans or CDOR Rate Loans, and, in the case of Canadian Revolving Credit Loans made in US Dollars, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Canadian Revolving Credit Loans made by each of the Canadian Lenders in the same Currency and pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Canadian Revolving Credit Loans of the same Type and (E) may be repaid and reborrowed in accordance with the provisions hereof. On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full. The obligations of each Lender hereunder shall be several and not joint.

(b) Each US Lender or Canadian Lender, as applicable, may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrowers resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply).

(c) (i) Subject to and upon the terms and conditions herein set forth, (x) the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans to the US Borrowers in Dollars (each, a “US Swingline Loan”) which such US Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(c)(ii), (C) shall not exceed at any time outstanding the US Swingline Commitment, (D) shall not exceed, for any such US Lender, the US Revolving Credit Commitment of such US Lender, (E) shall not, after giving effect thereto and to the application of the proceeds thereof, (i) result in the US Total Revolving Credit Outstandings at such time exceeding the US Maximum Amount then in effect, and (F) may be repaid and reborrowed in accordance with the provisions hereof and (y) the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans to the Canadian Borrowers in Dollars or Canadian Dollars (each, a “Canadian Swingline Loan” and, together with the US Swingline Loans, the “Swingline Loans”) which such

52

Canadian Swingline Loans (A) shall be ABR Loans in the case of Canadian Swingline Loans denominated in Dollars and Canadian Base Rate Loans in the case of Canadian Swingline Loans denominated in Canadian Dollars, (B) shall have the benefit of the provisions of Section 2.1(c)(ii), (C) shall not exceed at any time outstanding the Canadian Swingline Commitment, (D) shall not exceed for any such Canadian Lender, the Canadian Revolving Credit Commitment of such Canadian Lender, (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the US Dollar Equivalent of the Canadian Total Revolving Credit Outstandings at such time exceeding the Canadian Maximum Amount then in effect, and (F) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Company, the US Administrative Agent or Canadian Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (x) rescission of all such notices from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing.

(ii) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders, with a copy to the Company, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case, to the extent any US Swingline Loans are outstanding, US Revolving Credit Loans constituting ABR Loans shall be funded and, to the extent any Canadian Swingline Loans are outstanding, Canadian Revolving Credit Loans constituting Canadian Base Rate Loans, in the case of Canadian Swingline Loans made in Canadian Dollars, or constituting ABR Loans, in the case of Canadian Swingline Loans made in US Dollars, shall be funded, in each case, as determined by the Swingline Lender (each such Borrowing, a “Mandatory Borrowing”) and shall be made on the same Business Day (provided that such notice is given to the Lenders by the Swingline Lender before 1:00 p.m. (New York Time), or otherwise, on the next Business Day) by all Lenders of the applicable Credit Facility pro rata based on each such Lender’s Revolving Credit Commitment Percentage of the applicable Credit Facility, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each repayment of Swingline Loans shall be made in the same Currency as advanced by the Swingline Lender. Each Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrowers), each Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages of the applicable Credit Facility; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase.

(d) Permitted Overadvances. Any provision of this Agreement to the contrary notwithstanding, (i) at the request of the Company, in its discretion the US Administrative Agent or the Canadian Administrative Agent, as applicable, may (but shall have absolutely no obligation to), make (i) US Revolving Credit Loans to the US Borrowers on behalf of US Lenders in amounts that cause the US Total Revolving Credit Outstandings to exceed the US Borrowing Base (any such excess US Revolving Credit Loans are herein referred to collectively as “US Permitted Overadvances”) and (ii) Canadian Revolving Credit Loans in either US Dollars or Canadian Dollars to the Canadian Borrowers on behalf of Canadian Lenders in amounts that cause the Canadian Total Revolving Credit Outstandings to exceed the US Dollar Equivalent of the Canadian Borrowing Base (any such excess Revolving Credit Loans are herein referred to collectively as “Canadian Permitted Overadvances” and, together with any US Permitted Overadvances, “Permitted Overadvances”); provided that (A) no such event or occurrence shall cause or constitute a waiver of the US Administrative Agent’s, the Canadian Administrative Agent’s, the Swingline Lender’s or the Lenders’ right to refuse to make any further Permitted Overadvances, Swingline Loans or Revolving Credit Loans, issue any Letter of Credit or incur any Letter of Credit Exposure, as the case may be, at any time that an Permitted Overadvance exists, and (B) no Permitted Overadvance shall result in a Default or Event of Default due to a Borrower’s failure to comply with Section 5.2(b) for so long as the US Administrative Agent or the Canadian Administrative Agent, as applicable, permits such Permitted Overadvance to remain outstanding and such Permitted Overadvance has not been refinanced pursuant to Section 2.1(e), but solely with respect to the amount of such Permitted Overadvance. In addition, Permitted Overadvances may be made even if the conditions to lending set forth in Section 7 have not been met. All Permitted Overadvances shall constitute ABR Loans, in the case of Permitted Overadvances made to the US Borrowers, Canadian Base Rate Loans, in the case of Permitted Overadvances made to Canadian Borrowers made in Canadian Dollars, or ABR Loans, in the case of Permitted Overadvances made to Canadian Borrowers in US Dollars, shall bear interest at a rate equal to 2% per annum in excess of the sum of the ABR or Canadian Base Rate, as applicable, plus the Applicable Margin for ABR Loans or Canadian Base Rate Loans, as applicable, and shall be payable on the earlier of demand or the Revolving Credit Maturity Date. No Permitted Overadvance may remain outstanding for more than 45 days without the consent of the Required Lenders. The authority of the US Administrative Agent or the Canadian Administrative Agent, as applicable, to make Permitted Overadvances is limited to 10% of the US Borrowing Base and 10% of the Canadian Borrowing Base, as determined on the date of such proposed Permitted Overadvance at any time, shall not cause the US Total Revolving Credit Outstandings to exceed the Total US Revolving Credit Commitments or the US Dollar Equivalent of the Canadian Total Revolving Credit Outstandings to exceed the Canadian Total Revolving Credit Commitments, and may be revoked prospectively by a written notice to the US Administrative Agent or the Canadian Administrative Agent, as applicable, signed by the Required Lenders.

53

(e) Refinancing Permitted Overadvances. The US Administrative Agent or Canadian Administrative Agent, as applicable, may at any time forward a demand to (i) each US Lender that each US Lender pay to the US Administrative Agent for its account, such Lender’s Pro Rata Share of all or a portion of the outstanding US Permitted Overadvances that are US Revolving Credit Loans and (ii) each Canadian Lender that each Canadian Lender pay to the Canadian Administrative Agent, for its account, such Lender’s Pro Rata Share of all or a portion of the outstanding Canadian Permitted Overadvances that are Canadian Revolving Credit Loans. Each Lender under the applicable Credit Facility shall pay such Pro Rata Share to the applicable Administrative Agent. Upon receipt by the applicable Administrative Agent of such payment (other than during the continuation of any Event of Default under Section 11.5), such Lender shall be deemed to have made a Revolving Credit Loan to the applicable Borrowers, which, upon receipt of such payment by the applicable Administrative Agent, the applicable Borrowers shall be deemed to have used in whole to refinance such Permitted Overadvance. In addition, regardless of whether any such demand is made, upon the occurrence of any Event of Default under Section 11.5, each applicable Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in each Permitted Overadvance with respect to the applicable Credit Facility in an amount equal to such Lender’s Pro Rata Share of such Permitted Overadvance. If any payment made by any Lender as a result of any such demand is not deemed a Revolving Credit Loan, such payment shall be deemed a funding by such Lender of such participation. Such participation shall not be otherwise required to be funded. Upon receipt by an Administrative Agent of any payment from any Lender pursuant to this Section 2.1(e) with respect to any portion of any Permitted Overadvance, the applicable Administrative Agent shall promptly pay over to such Lender all payments of principal (to the extent received after such payment by such Lender) and interest (to the extent accrued with respect to periods after such payment) received by such Administrative Agent with respect to such portion.

2.2 Minimum Amount of Each Borrowing; Maximum Number of Borrowings. The aggregate principal amount of each Borrowing of Revolving Credit Loans shall be in a multiple of $1,000,000 or Cdn$1,000,000 and Swingline Loans shall be in a multiple of $100,000 or Cdn$100,000 and in each case shall not be less than the Minimum Borrowing Amount with respect thereto (except that (i) Mandatory Borrowings shall be made in the amounts required by Section 2.1(c) and (ii) Minimum Borrowing Amount shall not apply while a Cash Dominion Event is continuing). More than one Borrowing may be incurred on any date; provided that at no time shall there be outstanding more than 10 Borrowings of Eurodollar Loans or 10 Borrowings of CDOR Rate Loans in either case under this Agreement.

2.3 Notice of Borrowing

(a) Whenever a Borrower desires to incur Revolving Credit Loans hereunder (other than Mandatory Borrowings or borrowings to repay Unpaid Drawings under Letters of Credit), the Company shall give the US Administrative Agent at the Administrative Agent’s Office, in the case of any Borrowings of US Revolving Credit Loans or the Canadian Administrative Agent at the Canadian Administrative Agent’s Office, in the case of any Borrowings of Canadian Revolving Credit Loans, (i) prior to 1:00 p.m. (New York City time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans or CDOR Rate Loans, and (ii) prior to 1:00 p.m. (New York City time) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Revolving Credit Loans that are to be ABR Loans or Canadian Base Rate Loans. Such notice (together with each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(b), a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall specify (i) whether such Revolving Credit Loans are to be US Revolving Credit Loans or Canadian Revolving Credit Loans and if such Revolving Credit Loans are to be Canadian Revolving Credit Loans, whether such Revolving Credit Loans are to be made in US Dollars or Canadian Dollars, (ii) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (iii) the date of Borrowing (which shall be a Business Day) and (iv) whether the respective Borrowing shall consist of ABR Loans, Eurodollar Loans, Canadian Base Rate Loans or CDOR Rate Loans and, if Eurodollar Loans or CDOR Rate Loans, the Interest Period to be initially applicable thereto. The US Administrative Agent or Canadian Administrative Agent, as applicable, shall promptly give each Lender under the applicable Credit Facility written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans, of such Lender’s Pro Rata Share thereof and of the other matters covered by the related Notice of Borrowing.

(b) Whenever a Borrower desires to incur Swingline Loans hereunder, the Company shall give the Swingline Lender, with a copy to the US Administrative Agent, in the case of a any Borrowings of US Swingline Loans, or the Canadian Administrative Agent, in the case of any Borrowings of Canadian Swingline Loans, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Swingline Loans prior to 1:00 p.m. (New York City time) or such later time as may be agreed by the Swingline Lender on the date of such Borrowing. Each such notice shall specify (i) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day) and (iii) whether the Borrowing is US Swingline Loans or Canadian Swingline Loans and if such Borrowing is of Canadian Swingline Loans, whether such Revolving Credit Loans are to be made in US Dollars or Canadian Dollars.

54

(c) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(c)(ii), with the Borrowers under the applicable Credit Facility irrevocably agreeing, by their incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section.

(d) Borrowings of Revolving Credit Loans to reimburse Unpaid Drawings under Letters of Credit shall be made upon the notice specified in Section 3.4(a) or Section 3.4(b), as applicable.

(e) Without in any way limiting the obligation of the Company to confirm in writing any notice it may give hereunder by telephone, the US Administrative Agent or the Canadian Administrative Agent, as applicable, may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the US Administrative Agent or the Canadian Administrative Agent, as applicable, in good faith to be from an Authorized Officer of the Company. In each such case, the Company hereby waives the right to dispute the US Administrative Agent’s or Canadian Administrative Agent’s, as applicable, record of the terms of any such telephonic notice.

2.4 Disbursement of Funds.

(a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender under the applicable Credit Facility will make available its Pro Rata Share, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that all Swingline Loans shall be made available in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York time) on the date requested.

(b) (i) Each US Lender or Canadian Lender, as applicable, shall make available all amounts in US Dollars (in the case of a US Revolving Credit Loan) or US Dollars or Canadian Dollars (in the case of a Canadian Revolving Credit Loan) it is to fund to the Borrowers under the applicable Credit Facility under any Borrowing in immediately available funds and in US Dollars to the US Administrative Agent at the US Administrative Agent’s Office in the case of US Revolving Credit Loans and in the requested Currency to the Canadian Administrative Agent at the Canadian Administrative Agent’s Office in the case of Canadian Revolving Credit Loans and the applicable Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings under Letters of Credit) make available to the relevant Borrower or Borrowers, by depositing to an account designated by the Company to the applicable Administrative Agent in writing, the aggregate of the amounts so made available in US Dollars or Canadian Dollars, as requested. Unless the applicable Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to such Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, such Administrative Agent may assume that such Lender has made such amount available to such Administrative Agent on such date of Borrowing, and such Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrowers under the applicable Credit Facility a corresponding amount. If such corresponding amount is not in fact made available to the applicable Administrative Agent by such Lender and such Administrative Agent has made available same to the relevant Borrower or Borrowers, such Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the applicable Administrative Agent’s demand therefor, such Administrative Agent shall promptly notify the relevant Borrower or Borrowers and such Borrowers shall immediately pay such corresponding amount to such Administrative Agent. The applicable Administrative Agent shall also be entitled to recover from such Lender or the relevant Borrower or Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by such Administrative Agent to the relevant Borrower or Borrowers, to the date such corresponding amount is recovered by such Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Federal Funds Effective Rate (or, in the case of Borrowings in Canadian Dollars, the cost to the Canadian Administrative Agent of acquiring overnight funds in Canadian Dollars) or (ii) if paid by the relevant Borrower or Borrowers, the then-applicable rate of interest, calculated in accordance with Section 2.8, for the respective Loans.

(ii) The Swingline Lender shall make available all amounts it is to fund to the US Borrowers or the Canadian Borrowers, as applicable, under any Borrowing of Swingline Loans in immediately available funds and in the requested Currency to the relevant Borrower or Borrowers, by depositing to an account designated by the Company to the Swingline Lender in writing, the aggregate of such amounts so made available in US Dollars or Canadian Dollars, as requested.

55

(c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Borrowers may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

2.5 Repayment of Loans; Evidence of Debt.

(a) The US Borrowers shall repay to the US Administrative Agent, for the benefit of the applicable US Lenders, (i) on the Revolving Credit Maturity Date, all then outstanding US Revolving Credit Loans, (ii) on the Swingline Maturity Date, all then outstanding US Swingline Loans and (iii) on the relevant maturity date for any Extension Series of Extended US Revolving Credit Commitments, all then outstanding Extended US Revolving Credit Loans of such Extension Series. The Canadian Borrowers shall repay to the Canadian Administrative Agent, for the benefit of the applicable Canadian Lenders (i) on the Revolving Credit Maturity Date, all then outstanding Canadian Revolving Credit Loans, (ii) on the Swingline Maturity Date, all their outstanding Canadian Swingline Loans and (iii) on the relevant maturity date for any Extension Series of Extended Canadian Revolving Credit Commitments, all then outstanding Extended Canadian Revolving Credit Loans of such Extension Series. Repayments shall be made in the same Currency as advanced to the Borrowers.

(b) At all times following the establishment of the Cash Management Systems pursuant to Section 9.16 and during any Cash Dominion Period, subject to Section 2.18, on each Business Day, (i) the US Administrative Agent shall apply all funds credited to the US Collection Account as of 1:00 p.m., New York City time, on such Business Day (whether or not immediately available) first, to prepay any US Permitted Overadvances that may be outstanding, second, to prepay US Swingline Loans, third, to prepay the US Revolving Credit Loans and fourth, to Cash Collateralize outstanding US Letter of Credit Exposure and (ii) the Canadian Administrative Agent shall apply all funds credited to the Canadian Collection Account as of 1:00 p.m., Toronto time, on such Business Day (whether or not immediately available) first, to prepay any Canadian Permitted Overadvances that may be outstanding, second, to prepay Canadian Swingline Loans, third, to prepay the Canadian Revolving Credit Loans and fourth, to Cash Collateralize outstanding Canadian Letter of Credit Exposure; provided that if the proceeds from the Canadian Collection Account are inadequate to repay the Loans under the Canadian Credit Facility, the US Administrative Agent shall apply any excess balance in the US Collection Account, after the application of proceeds in accordance with clause (i) above, to the repayment of Permitted Overadvances, Swingline Loans and Revolving Credit Loans and to the Cash Collateralization of Letters of Credit, in each case under the Canadian Credit Facility in accordance with this clause (ii). Amounts paid pursuant to this Section 2.5(b) may be reborrowed subject to the terms and conditions of this Agreement.

(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the applicable Borrowers to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement.

(d) The US Administrative Agent, on behalf of the applicable Borrowers, shall maintain the Register pursuant to Section 13.6(b)(v), and a subaccount for each Lender, in which the Register and the subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder, whether such Loan is a US Revolving Credit Loan or a Canadian Revolving Credit Loan or a US Swingline Loan, a Canadian Swingline Loan, the Type of each Loan made, the Currency of each Loan made, the Class of Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrowers to each applicable Lender or the Swingline Lender hereunder and (iii) the amount of any sum received by the US Administrative Agent and the Canadian Administrative Agent from the applicable Borrowers and each applicable Lender’s share thereof.

(e) The entries made in the Register and accounts and subaccounts maintained pursuant to Sections 2.5(c) and 2.5(d) shall, to the extent permitted by Applicable Law, be prima facie evidence of the existence and amounts of the obligations of the applicable Borrowers therein recorded; provided, however, that the failure of any Lender or the US Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the applicable Borrowers to repay (with applicable interest) the Loans made to the applicable Borrowers in accordance with the terms of this Agreement.

56

2.6 Conversions and Continuations.

(a) Each US Borrower shall have the option on any Business Day to convert all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of US Revolving Credit Loans (other than US Swingline Loans) of one Type into a Borrowing or Borrowings of another Type of US Revolving Credit Loans and each US Borrower shall have the option on any Business Day to continue the outstanding principal amount of any Eurodollar Loans as Eurodollar Loans for an additional Interest Period; provided that (i) no partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into Eurodollar Loans if an Event of Default is in existence on the date of the conversion and the US Administrative Agent has, or the Required US Lenders have, determined in its or their sole discretion not to permit such conversion, (iii) Eurodollar Loans may not be continued as Eurodollar Loans for an additional Interest Period if an Event of Default is in existence on the date of the proposed continuation and the US Administrative Agent has, or the Required US Lenders have, determined in its or their sole discretion not to permit such continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2. Each such conversion or continuation shall be effected by the Company giving the US Administrative Agent at the US Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least three Business Days’ (or one Business Day’s notice in the case of a conversion into ABR Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of US Revolving Credit Loans to be converted or continued into and, if such US Revolving Credit Loans are to be converted into or continued as Eurodollar Loans, the Interest Period to be initially applicable thereto; provided that if no Interest Period is specified, the Company shall be deemed to have elected an Interest Period of one month. The US Administrative Agent shall give each US Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its US Revolving Credit Loans.

(b) Each Canadian Borrower shall have the option on any Business Day to convert all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Credit Loans (other than Canadian Swingline Loans) made in Canadian Dollars of one Type into a Borrowing or Borrowings of another Type of Canadian Revolving Credit Loans made in Canadian Dollars and each Canadian Borrower shall have the option on any Business Day to continue the outstanding principal amount of any CDOR Rate Loans as CDOR Rate Loans for an additional Interest Period; provided that (i) no partial conversion of CDOR Rate Loans shall reduce the outstanding principal amount of CDOR Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) Canadian Base Rate Loans may not be converted into CDOR Rate Loans if an Event of Default is in existence on the date of the conversion and the Canadian Administrative Agent has, or the Required Canadian Lenders have, determined in its or their sole discretion not to permit such conversion, (iii) CDOR Rate Loans may not be continued as CDOR Rate Loans for an additional Interest Period if an Event of Default is in existence on the date of the proposed continuation and the Canadian Administrative Agent has, or the Required Canadian Lenders have, determined in its or their sole discretion not to permit such continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2. Each such conversion or continuation shall be effected by the Company by giving the Canadian Administrative Agent at the Canadian Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least three Business Days’ (or one Business Day’s notice in the case of a conversion into Canadian Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) Notice of Conversion or Continuation specifying the Loans to be so converted or continued, the Type of Canadian Revolving Credit Loans to be converted or continued into and, if such Canadian Revolving Credit Loans are to be converted into or continued as CDOR Rate Loans, the Interest Period to be initially applicable thereto; provided that if no Interest Period is specified, the Company shall be deemed to have elected an Interest Period of one-month. The Canadian Administrative Agent shall give each Canadian Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Canadian Revolving Credit Loans.

(c) Each Canadian Borrower shall have the option on any Business Day to convert all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Credit Loans (other than Canadian Swingline Loans) made in US Dollars of one Type into a Borrowing or Borrowings of another Type of Canadian Revolving Credit Loans made in US Dollars and each Canadian Borrower shall have the option on any Business Day to continue the outstanding principal amount of any Eurodollar Loans as Eurodollar Loans for an additional Interest Period; provided that (i) no partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into Eurodollar Loans if an Event of Default is in existence on the date of the conversion and the Canadian Administrative Agent has, or the Required Canadian Lenders have, determined in its or their sole discretion not to permit such conversion, (iii) Eurodollar Loans may not be continued as Eurodollar Loans for an additional Interest Period if an Event of Default is in existence on the date of the proposed continuation and the Canadian Administrative Agent has, or the Required Canadian Lenders have, determined in its or their sole discretion not to permit such continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2. Each such conversion or continuation shall be effected by the Company by giving the Canadian Administrative Agent at the applicable Canadian Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least three Business Days’ (or one Business Day’s notice in the case of a conversion into ABR Loans) prior written notice (or telephonic notice promptly confirmed in writing) Notice of Conversion or Continuation specifying the Loans to be so converted or continued, the Type of Canadian Revolving Credit Loans to be converted or continued into and, if such Canadian Revolving Credit Loans are to be converted into or continued as Eurodollar Loans, the Interest Period to be initially applicable thereto; provided that if no Interest Period is specified, the Company shall be deemed to have elected an Interest Period of one-month. The Canadian Administrative Agent shall give each Canadian Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Canadian Revolving Credit Loans.

57

(d) If any Event of Default is in existence at the time of any proposed continuation of any Eurodollar Loans and the US Administrative Agent has, or the Required US Lenders have, determined in its or their sole discretion not to permit such continuation, Eurodollar Loans shall be automatically converted on the last day of the current Interest Period into ABR Loans. If, upon the expiration of any Interest Period in respect of Eurodollar Loans, the Company has failed to elect a new Interest Period to be applicable thereto as provided in Section 2.6(a), the Company shall be deemed to have elected to convert such Borrowing of Eurodollar Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period.

(e) If any Event of Default is in existence at the time of any proposed continuation of any CDOR Rate Loans and the Canadian Administrative Agent has, or the Required Canadian Lenders have, determined in its or their sole discretion not to permit such continuation, CDOR Rate Loans shall be automatically converted on the last day of the current Interest Period into Canadian Base Rate Loans. If, upon the expiration of any Interest Period in respect of CDOR Rate Loans, the Company has failed to elect a new Interest Period to be applicable thereto as provided in Section 2.6(a), the Company shall be deemed to have elected to convert such Borrowing of CDOR Rate Loans into a Borrowing of Canadian Base Rate Loans, effective as of the expiration date of such current Interest Period.

(f) If any Event of Default is in existence at the time of any proposed continuation of any Eurodollar Loans and the Canadian Administrative Agent has, or the Required Canadian Lenders have, determined in its or their sole discretion not to permit such continuation, Eurodollar Loans shall be automatically converted on the last day of the current Interest Period into ABR Loans. If, upon the expiration of any Interest Period in respect of Eurodollar Loans, the Company has failed to elect a new Interest Period to be applicable thereto as provided in Section 2.6(a), the Company shall be deemed to have elected to convert such Borrowing of Eurodollar Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period.

2.7 Pro Rata Borrowings. Each Borrowing of Revolving Credit Loans (including US Revolving Credit Loans and Canadian Revolving Credit Loans) under this Agreement shall be granted by the US Lenders or Canadian Lenders, respectively, pro rata on the basis of their then-applicable US Revolving Credit Commitment or Canadian Revolving Credit Commitment. It is understood that no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder.

2.8 Interest.

(a) (i) The unpaid principal amount of each ABR Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin in effect from time to time plus the ABR in effect from time to time and (ii) the unpaid principal amount of each Canadian Base Rate Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin in effect from time to time plus the Canadian Base Rate in effect from time to time.

(b) (i) The unpaid principal amount of each Eurodollar Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin in effect from time to time plus the Eurodollar Rate in effect from time to time and (ii) the unpaid principal amount of each CDOR Rate Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin in effect from time to time plus the CDOR Rate in effect from time to time.

(c) If all or a portion of the principal amount of any Loan or any interest payable thereon or any fees or other amounts due hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) at a rate per annum that is (i) in the case of overdue principal, the rate that would otherwise be applicable thereto plus 2% or (ii) in the case of overdue interest, fees or other amounts due hereunder, to the extent permitted by Applicable Law, the rate described in Section 2.8(a)(i) plus 2% from and including the date of such non-payment to but excluding the date on which such amount is paid in full. All such interest shall be payable on demand.

(d) Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable (i) in respect of each ABR Loan and Canadian Base Rate Loan, quarterly in arrears on the last Business Day of each March, June, September and December, (ii) in respect of each Eurodollar Loan and CDOR Rate Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period, and (iii) in respect of each Loan (except, other than in the case of prepayments, any ABR Loan or Canadian Base Rate Loan), on any prepayment (on the amount prepaid), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand.

58

(e) All computations of interest hereunder shall be made in accordance with Section 5.5.

(f) The US Administrative Agent or Canadian Administrative Agent, as applicable, upon determining the interest rate for any Borrowing of Eurodollar Loans or CDOR Rate Loans, shall promptly notify the Company and the relevant Lenders thereof. Each such determination shall, absent clearly demonstrable error, be final and conclusive and binding on all parties hereto.

(g) Subject to the provisions of Section 2.9(iii), whenever any payment hereunder or under the other Credit Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment or letter of credit fee or commission, as the case may be.

2.9 Interest Periods. At the time a Borrower gives a Notice of Borrowing or Notice of Conversion or Continuation in respect of the making of, or conversion into or continuation as, a Borrowing of Eurodollar Loans or CDOR Rate Loans (in the case of the initial Interest Period applicable thereto) or prior to 1:00 p.m. (New York City time) on the third Business Day prior to the expiration of an Interest Period applicable to a Borrowing of Eurodollar Loans or CDOR Rate Loans, as the case may be, the applicable Borrower shall have the right to elect, by giving the applicable Administrative Agent written notice (or telephonic notice promptly confirmed in writing), the Interest Period applicable to such Borrowing, which Interest Period shall, at the option of a Borrower, be a one, two, three or six month period (or if agreed to by all Lenders participating in the applicable Credit Facility, a nine or twelve month period or a period shorter than one month); provided that, notwithstanding the foregoing parenthetical, the initial Interest Period beginning on the Closing Date may be for a period less than one month if agreed upon by the Company and the applicable Administrative Agent.

Notwithstanding anything to the contrary contained above:

(i) the initial Interest Period for any Borrowing of Eurodollar Loans or CDOR Rate Loans shall commence on the date of such Borrowing (including the date of any conversion from a Borrowing of ABR Loans or Canadian Base Rate Loans, as applicable) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires;

(ii) if any Interest Period relating to a Borrowing of Eurodollar Loans or CDOR Rate Loans begins on the last Business Day of a calendar month or begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period;

(iii) 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 a Eurodollar Loan or CDOR Rate 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 next preceding Business Day; and

(iv) a Borrower shall not be entitled to elect any Interest Period in respect of any Eurodollar Loan or CDOR Rate Loans if such Interest Period would extend beyond the applicable Maturity Date of such Loan.

2.10 Increased Costs, Illegality, etc.

(a) In the event that (x) in the case of clause (i) below, the US Administrative Agent or the Canadian Administrative Agent, as applicable, or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto):

(i) (A) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising any Eurodollar Loan are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate or (B) on any date for determining the CDOR Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising any CDOR Rate Loan are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the CDOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of CDOR Rate; or

59

(ii) that, due to the adoption of any Applicable Law, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, in each case, subsequent to the Closing Date, which shall (A) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any reserve requirement taken into account in determining the Statutory Reserve Rate); (B) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loan or CDOR Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (other than (1) taxes indemnified under Section 5.4, (2) net income taxes and franchise taxes (imposed in lieu of net income taxes) or, solely in the case of Loans made to a Canadian Borrower, any Canadian federal or provincial capital taxes, imposed (in each case) on any Agent or Lender as a result of a present or former connection between such Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax (other than any such connection arising from execution or delivery of, receipt of any payments under, performance under or enforcement of, or any other transactions occurring pursuant to, this Agreement or any other Credit Document) or (3) taxes included under clause (e) of Section 5.4); or (C) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans or CDOR Rate Loans made by such Lender, the cost to such Lender of making, converting into, continuing or maintaining Eurodollar Loans, CDOR Rate Loans or participating in Letters of Credit (in each case hereunder) shall increase by an amount which such Lender reasonably deems material or the amounts received or receivable by such Lender hereunder with respect to the foregoing shall be reduced; or

(iii) at any time, that the making or continuance of any Eurodollar Loan or CDOR Rate Loan has become unlawful by compliance by such Lender in good faith with any Applicable Law (or would conflict with any such Applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank Eurodollar market or CDOR market;

then, and in any such event, such Lender (or the applicable Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Company and the applicable Administrative Agent of such determination (which notice the applicable Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans or CDOR Rate Loans shall no longer be available until such time as the applicable Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice by the applicable Administrative Agent no longer exist (which notice the applicable Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by a Borrower with respect to Eurodollar Loans or CDOR Rate Loans that have not yet been incurred shall be deemed rescinded by such Borrower, (y) in the case of clause (ii) above, the relevant Borrower shall pay to such Lender, promptly (but in any event no later than five Business Days) after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Company by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrowers shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by Applicable Law.

(b) At any time that any Eurodollar Loan or CDOR Rate Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrowers may (and in the case of a Eurodollar Loan or CDOR Rate Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar Loan or CDOR Rate Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the applicable Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Company was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii)or (y) if the affected Eurodollar Loan or CDOR Rate Loan, as applicable, is then outstanding, upon at least three Business Days’ notice to the applicable Administrative Agent, require the affected Lender to convert each such Eurodollar Loan into an ABR Loan or each such CDOR Rate Loan into a Canadian Base Rate Loan, if applicable; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b).

60

(c) If, after the date hereof, the adoption of any Applicable Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly (but no later than five Business Days) after written demand by such Lender (with a copy to the US Administrative Agent), the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such Applicable Law as in effect on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Company (on its own behalf) which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrowers’ obligations to pay additional amounts pursuant to this Section 2.10(c) upon receipt of such notice.

(d) This Section 2.10 shall not apply to taxes to the extent duplicative of Section 5.4.

(e) The agreements in this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.11 Compensation. If (a) any payment of principal of a Eurodollar Loan or CDOR Rate Loan is made by a Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Eurodollar Loan or CDOR Rate Loan as a result of a payment or conversion pursuant to Section 2.5, 2.6, 2.10, 5.1, 5.2 or 13.7, as a result of acceleration of the maturity of the Loans pursuant to Section 11 or for any other reason, (b) any Borrowing of Eurodollar Loans or CDOR Rate Loans is not made as a result of a withdrawn Notice of Borrowing, (c) any ABR Loan or Canadian Base Rate Loan is not converted into a Eurodollar Loan or CDOR Rate Loan, as applicable, as a result of a withdrawn Notice of Conversion or Continuation, (d) any Eurodollar Loan or CDOR Rate Loan is not continued as a Eurodollar Loan or CDOR Rate Loan, as applicable, as a result of a withdrawn Notice of Conversion or Continuation or (e) any prepayment of principal of a Eurodollar Loan or CDOR Rate Loan is not made as a result of a withdrawn notice of prepayment pursuant to Section 5.1 or 5.2, such Borrower shall, after receipt of a written request by such Lender (which request shall set forth in reasonable detail the basis for requesting such amount and, absent clearly demonstrable error, the amount requested shall be final and conclusive and binding upon all parties hereto), pay to the applicable Administrative Agent for the account of such Lender within 10 Business Days of such request any amounts required to compensate such Lender for any additional losses, costs or expenses that such Lender may reasonably incur as a result of such payment, failure to convert, failure to continue, failure to prepay, reduction or failure to reduce, including any loss, cost or expense (excluding loss of anticipated profits) actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Eurodollar Loan or CDOR Rate Loan.

2.12 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.10(a)(ii), 2.10(a)(iii), 2.10(c), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Company, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event; provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 shall affect or postpone any of the obligations of the Borrowers or the right of any Lender provided in Section 2.10, 3.5 or 5.4.

2.13 Notice of Certain Costs. Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section 2.10, 2.11, 3.5 or 5.4 is given by any Lender more than 180 days after such Lender has knowledge (or should have had knowledge) of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amounts described in such Sections, such Lender shall not be entitled to compensation under Section 2.10, 2.11, 3.5 or 5.4, as the case may be, for any such amounts incurred or accruing prior to the giving of such notice to the Company.

2.14 Reserves, etc.

(a) Notwithstanding anything in this Agreement to the contrary, the US Administrative Agent or Canadian Administrative Agent, as applicable, and the Co-Collateral Agent may at any time and from time to time in the exercise of their Permitted Discretion (a) establish and increase or decrease Reserves and (b) adjust or modify any of the applicable eligibility criteria, establish new eligibility or ineligibility criteria and reduce advance rates (or, increase advance rates up to (i) the levels in effect on the Closing Date or (ii) if following the Closing Date, the levels in effect on the Closing Date have been amended in accordance with Section 13.1(c), the levels after giving effect to such amendments) with respect to Eligible Accounts, Eligible Inventory, Eligible Equipment and Eligible Real Property (such change in Reserves, eligibility criteria and/or advance rates a “Change”); provided that (i) the Administrative Agents or the Co-Collateral Agent shall have provided the Company at least five Business Days’ prior written notice

61

of any such establishment, increase, decrease or adjustment and (ii) the circumstances, conditions, events or contingencies arising prior to the Closing Date and disclosed to the Joint Lead Arrangers, the US Administrative Agent or the Canadian Administrative Agent, as applicable, and the Co-Collateral Agent in the Disclosed Documents shall not be the basis for any establishment or modification of Reserves, eligibility criteria or advance rates unless (A) in the case of Reserves and eligibility criteria, such Reserves or eligibility criteria relate to taxes or (B) such circumstances, conditions, events or contingencies shall have changed since the Closing Date (including, but not limited to, with respect to magnitude, intensity, weight and scope). The amount of any Reserve established by the US Administrative Agent or Canadian Administrative Agent, as applicable, and the Co-Collateral Agent shall have a reasonable relationship to the event, condition, other circumstance or new fact that is the basis for the Reserve.

(b) Upon the notification of any Change, the US Administrative Agent or Canadian Administrative Agent, as applicable, and the Co-Collateral Agent shall be available to discuss such Change, and the Borrowers may take such action as may be required so that the event, condition, circumstance or new fact that is the basis for such Change no longer exists. In no event shall such notice and opportunity limit the right of the US Administrative Agent or Canadian Administrative Agent, as applicable, and the Co-Collateral Agent to make a Change, unless the US Administrative Agent or the Canadian Administrative Agent, as applicable, and the Co-Collateral Agent shall have determined in their Permitted Discretion that the event, condition, other circumstance or new fact that is the basis for such Change no longer exists or has otherwise been adequately addressed by the Borrowers.

(c) Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Account”, “Eligible Inventory”, “Eligible Equipment” or “Eligible Real Property” and vice versa, or reserves or criteria deducted in computing the cost or Fair Market Value or book value of any Eligible Account, any Eligible Inventory, any Eligible Equipment or any Eligible Real Property or the Net Orderly Liquidation Value of any Eligible Inventory or Eligible Equipment and vice versa.

(d) Anything contained herein to the contrary notwithstanding, (i) any Reserve may be established or increased by the US Administrative Agent or the Canadian Administrative Agent, as applicable, or the Co-Collateral Agent without the consent of the other, and (ii) no Reserve may be decreased or eliminated without the consent of both the applicable Administrative Agent and the Co-Collateral Agent.

2.15 Incremental Facilities.

(a) At any time and from time to time after the Closing Date, the Company may by written notice to the US Administrative Agent elect to request prior to the Revolving Credit Maturity Date, one or more increases to the existing Revolving Credit Commitments of either US Revolving Credit Commitments (any such increase, the “New US Revolving Credit Commitments”) or Canadian Revolving Credit Commitments (any such increase, the “New Canadian Revolving Credit Commitments” and together with the New US Revolving Credit Commitments, the “New Revolving Credit Commitments”), by an amount not in excess of $150,000,000 in the aggregate (which such New US Revolving Credit Commitments may increase the US Revolving Credit Commitments or the New Canadian Revolving Credit Commitment may increase the Canadian Revolving Credit Commitments or may, at the direction of the Company, be allocated in amounts specified (to equal the respective New US Revolving Credit Commitments or New Canadian Revolving Credit Commitments, as applicable) to the US Revolving Credit Commitments or the Canadian Revolving Credit Commitments, as applicable, subject to the $150,000,000 aggregate limitation above), and not less than $5,000,000 individually, and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Company proposes that such New Revolving Credit Commitments shall be effective, (B) the identity of each US Lender or other Person that is a Person that is an Eligible Assignee (each, a “New US Revolving Credit Lender”) to whom the Company proposes any portion of such New US Revolving Credit Commitments be allocated and the amounts of such allocations; provided that any US Lender approached to provide all or a portion of the New US Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a New US Revolving Credit Commitment and (C) the identity of each Canadian Lender or other Person that is a Person that is an Eligible Assignee (each, a “New Canadian Revolving Credit Lender” and, together with the New US Revolving Credit Lenders, the “New Revolving Credit Lenders”) to whom the Company proposes any portion of such New Canadian Revolving Credit Commitments be allocated and the amounts of such allocations; provided that any Canadian Lender approached to provide all or a portion of the New Canadian Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a New Canadian Revolving Credit Commitment. Such New Revolving Credit Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date after giving effect to such New Revolving Credit Commitments; (2) after giving effect to the effectiveness of New Revolving Credit Commitments, each of the conditions set forth in Section 7 shall be satisfied; (3) the New Revolving Credit Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the applicable Borrowers, each New Revolving Credit Lender and the US Administrative Agent, and each of which shall be recorded in the Register; (4) the Company shall make any payments required pursuant to Section 2.11 in connection with the New Revolving Credit Commitments and (5) the Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the US Administrative Agent in connection with any such transaction.

62

(b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Credit Lenders of the applicable Credit Facility shall assign to each of the New Revolving Credit Lenders, and each of the New Revolving Credit Lenders shall purchase from each of the Lenders of the applicable Credit Facility, at the principal amount thereof, such interests in the Revolving Credit Loans of the applicable Credit Facility outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Lenders of the applicable Credit Facility and New Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments of the applicable Credit Facility after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments of the applicable Credit Facility, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment of the applicable Credit Facility and each Loan made thereunder (a “New Revolving Credit Loan”) shall be deemed, for all purposes, a Revolving Credit Loan of the applicable Credit Facility and (c) each New Revolving Credit Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. The Administrative Agents and the Lenders hereby agree that the minimum borrowing and prepayment requirements in Sections 2.2 and 5.1 of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(c) The US Administrative Agent shall notify Lenders promptly upon receipt of the Company’s notice of each Increased Amount Date and in respect thereof the New Revolving Loan Commitments and the New Revolving Loan Lenders, and (z) in the case of each notice to any Lender, the respective interests in such Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this Section 2.15.

(d) The terms and provisions of the New Revolving Credit Loans shall be identical to the Revolving Credit Loans of the applicable Credit Facility.

2.16 Interest Act (Canada); Criminal Rate of Interest; Nominal Rate of Interest.

(a) If any provision of this Agreement or any of the other Credit Documents would obligate the Canadian Borrower or any other Person to make any payment of interest or other amount payable to the Canadian Administrative Agent, the Canadian Collateral Agent or any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Canadian Administrative Agent, the Canadian Collateral Agent or such Lender of interest at a criminal rate (as construed under the Criminal Code (Canada)), if applicable thereto, then notwithstanding that provision, that amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or result in a receipt by the Canadian Administrative Agent, the Canadian Collateral Agent or such Lender of interest at a criminal rate, the adjustment to be effected, to the extent necessary, as follows:

(i) first, by reducing the amount or rate of interest required to be paid to the Canadian Administrative Agent, the Canadian Collateral Agent or the applicable Lender under this Section 2.16(a); and

(ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Canadian Administrative Agent, the Canadian Collateral Agent or the applicable Lender which would constitute interest for purposes of the Criminal Code (Canada).

Notwithstanding the provisions of this Section 2.16(a), and after giving effect to all adjustments contemplated hereby, if the Canadian Administrative Agent, the Canadian Collateral Agent or the Lender shall have received an amount in excess of the maximum permitted by the Criminal Code (Canada) or other legal prohibition, then the Canadian Borrower or such other Person shall be entitled, by notice in writing to the Canadian Administrative Agent, the Canadian Collateral Agent or applicable Lender, as the case may be, to obtain reimbursement from the Canadian Administrative Agent, the Canadian Collateral Agent or applicable Lender, as the case may be, in an amount equal to the excess, and pending reimbursement, the amount of the excess shall be deemed to be an amount payable by the Canadian Administrative Agent, the Canadian Collateral Agent or applicable Lender, as the case may be, to the Borrower. Any amount or rate of interest referred to in this Section 2.16(a) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Obligation remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the date of the incurrence of the Obligation to its relevant maturity date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Canadian Administrative Agent shall be conclusive for the purposes of that determination.

(b) For the purposes of the Interest Act (Canada) and with respect to Canadian Borrowers only:

(i) whenever any interest or fee payable by the Canadian Borrowers is calculated using a rate based on a year of 360 days or 365 days, as the case may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or 365 days, as the case may be, (y) multiplied by the actual number of days in the calendar year in which such rate is to be ascertained and (z) divided by 360 or 365, as the case may be; and

63

(ii) all calculations of interest payable by the Canadian Borrowers under this Agreement or any other Credit Document are to be made on the basis of the nominal interest rate described herein and therein and not on the basis of effective yearly rates or on any other basis which gives effect to the principle of deemed reinvestment of interest. The parties hereto acknowledge that there is a material difference between the stated nominal interest rates and the effective yearly rates of interest and that they are capable of making the calculations required to determine such effective yearly rates of interest.

2.17 The Company as Agent for Borrowers. Each Borrower hereby irrevocably appoints the Company as its representative, agent and attorney-in-fact for all purposes under this Agreement and each other Credit Document, and the Company hereby accepts such appointment. Each Borrower hereby irrevocably appoints and authorizes the Company (i) to provide the applicable Administrative Agent with all notices with respect to Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement or any other Credit Document and (ii) to take such action as the Company deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Credit Documents, including, in the case of each of clauses (i) and (ii) the designation of interest rates, the delivery or receipt of communications, the preparation and delivery of Borrowing Base Certificates and financial reports, the receipt and payment of Obligations, requesting waivers, amendments or other accommodations, taking actions under the Credit Documents (including in respect of compliance with covenants), and all other dealings with the US Administrative Agent, the Canadian Administrative Agent, the US Collateral Agent, the Canadian Collateral Agent, the Co-Collateral Agent, the Letter of Credit Issuers or any Lender. The US Administrative Agent, the Canadian Administrative Agent, the US Collateral Agent, the Canadian Collateral Agent, the Letter of Credit Issuers, the Co-Collateral Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Notice of Borrowing) delivered by the Company on behalf of any Borrower. The US Administrative Agent, the Canadian Administrative Agent, the US Collateral Agent, the Canadian Collateral Agent, the Letter of Credit Issuers, the Co-Collateral Agent and the Lenders may give any notice or communication with a Borrower hereunder to the Company on behalf of such Borrower. Each of the US Administrative Agent, the Canadian Administrative Agent, the US Collateral Agent, the Canadian Collateral Agent, the Letter of Credit Issuers, the Co-Collateral Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Company for any or all purposes under the Credit Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Company shall be binding upon and enforceable against it. Anything contained herein to the contrary notwithstanding, no Borrower (other than the Company) shall be authorized to request any Borrowing or Letter of Credit hereunder without the prior written consent of the Company.

2.18 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) the Commitment Fee shall cease to accrue on the unfunded portion of the Commitment of such Lender so long as it is a Defaulting Lender;

(b) if any Swingline Exposure or Letter of Credit Exposure exists at the time a Lender becomes a Defaulting Lender then:

(i) all or any part of such Swingline Exposure and Letter of Credit Exposure shall be reallocated among the Non-Defaulting Lenders of the applicable Credit Facility in accordance with their respective Pro Rata Share thereof but only to the extent the sum of all such Non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure and Letter of Credit Exposure does not exceed the total of all such Non-Defaulting Lenders’ Revolving Credit Commitments;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice by the applicable Administrative Agent (x) first, prepay such Defaulting Lender’s Swingline Exposure and (y) second, Cash Collateralize such Defaulting Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) for so long as such Letter of Credit Exposure is outstanding;

(iii) if any portion of such Defaulting Lender’s Letter of Credit Exposure is Cash Collateralized pursuant to clause (ii) above, the Borrowers shall not be required to pay any fees pursuant to Section 4.1(c) or with respect to such portion of such Defaulting Lender’s Letter of Credit Exposure so long as it is Cash Collateralized;

64

(iv) if any portion of such Defaulting Lender’s Letter of Credit Exposure is reallocated to the Non-Defaulting Lenders pursuant to clause (i) above, then any fees provided for in Section 4.1(c) with respect to such portion shall be allocated among the Non-Defaulting Lenders in accordance with their Pro Rata Share and the Company shall not be required to pay any such fees to the Defaulting Lender with respect to such Defaulting Lender’s Letter of Credit Exposure during the period that such Letter of Credit Exposure is reallocated; or

(v) if any portion of such Defaulting Lender’s Letter of Credit Exposure is neither Cash Collateralized nor reallocated pursuant to this Section 2.18(b), then, without prejudice to any rights or remedies of the Letter of Credit Issuer or any Lender hereunder, the any fees provide for in Section 4.1(c) payable with respect to such Defaulting Lender’s Letter of Credit Exposure shall be payable to the Letter of Credit Issuer until such Letter of Credit Exposure is Cash Collateralized and/or reallocated;

(c) so long as any Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Letter of Credit Issuer shall not be required to issue, amend or increase any Letter of Credit, unless it is reasonably satisfied that the related exposure will be 100% covered by the Revolving Credit Commitments of the Non-Defaulting Lenders of the applicable Credit Facility and/or Cash Collateralized in accordance with Section 2.18(b), and participations in any such newly issued or increased Letter of Credit or newly made Swingline Loan shall be allocated among Non-Defaulting Lenders in accordance with their respective Pro Rata Share (and Defaulting Lenders of the applicable Credit Facility shall not participate therein);

(d) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, the Supermajority Lender, the Required US Lender, the Required Canadian Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 13.1); provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender;

(e) to the extent permitted by Applicable Law, (i) any voluntary prepayment of Revolving Credit Loans shall, if the Company so directs at the time of making such voluntary prepayment, be applied to the Revolving Credit Loans of other Lenders as if such Defaulting Lender had no Revolving Credit Loans outstanding and the Revolving Credit Exposure of such Defaulting Lender were zero, and (ii) any mandatory prepayment of the Revolving Credit Loans shall, if the Company so directs at the time of making such mandatory prepayment, be applied to the Revolving Credit Loans of other Lenders, but not to the Revolving Credit Loans of such Defaulting Lender, it being understood and agreed that the Company shall be entitled to retain any portion of any mandatory prepayment of the Revolving Credit Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (e).

(f) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) may, in lieu of being distributed to such Defaulting Lender, be retained by the applicable Administrative Agent in a segregated non-interest bearing account and, subject to any Applicable Law, be applied at such time or times as may be determined by the applicable Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the applicable Administrative Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the Letter of Credit Issuers or Swingline Lender hereunder, (iii) third, to the funding of any Loan or the funding or Cash Collateralization of any participation in any Swingline Loan or Letter of Credit in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the applicable Administrative Agent, (iv) fourth, if so determined by the applicable Administrative Agent and the Company, held in such interest bearing account as Cash Collateral and released in order to satisfy any future funding obligations of the Defaulting Lender under this Agreement, (v) fifth, pro rata, to the payment of any amounts owing to the Borrowers or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Borrower or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (vi) sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Loans or Unpaid Drawings which a Defaulting Lender has funded its participation obligations, such payment shall be applied to pay the Loans of, and Unpaid Drawing owed to, all Non-Defaulting Lenders pro rata prior to being applied in the manner set forth in this Section 2.18(f).

65

In the event that the US Administrative Agent, the Canadian Administrative Agent, the Company, the Letter of Credit Issuers or the Swingline Lender, as the case may be, each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and Letter of Credit Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the applicable Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Pro Rata Share. The rights and remedies against a Defaulting Lender under this Section 2.18 are in addition to other rights and remedies that the Company, the US Administrative Agent, the Canadian Administrative Agent, the Letter of Credit Issuers, the Swingline Lender and the Non-Defaulting Lenders may have against such Defaulting Lender. The arrangements permitted or required by Section 13.17 shall be permitted under this Agreement, notwithstanding any limitation on Liens or the pro rata sharing provisions or otherwise.

2.19 Extensions of Revolving Credit Loans and Revolving Credit Commitments.

(a) The Company may at any time and from time to time request that all or a portion of the US Revolving Credit Commitments (including any previously extended US Revolving Credit Commitments) existing at the time of such request (each, an “Existing US Revolving Credit Commitment” and any related revolving credit loans under any such facility, “Existing US Revolving Credit Loans”) be exchanged to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing US Revolving Credit Loans related to such Existing US Revolving Credit Commitments (any such Existing US Revolving Credit Commitments which have been so extended, “Extended US Revolving Credit Commitments” and any related revolving credit loans, “Extended US Revolving Credit Loans”) and to provide for other terms consistent with this Section 2.19. The Company may at any time and from time to time request that all or a portion of the Canadian Revolving Credit Commitments (including any previously extended Canadian Revolving Credit Commitments) existing at the time of such request (each, an “Existing Canadian Revolving Credit Commitment” and any related revolving credit loans under any such facility, “Existing Canadian Revolving Credit Loans”) be exchanged to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Canadian Revolving Credit Loans related to such Existing Canadian Revolving Credit Commitments (any such Existing Canadian Revolving Credit Commitments which have been so extended, “Extended Canadian Revolving Credit Commitments” and any related revolving credit loans, “Extended Canadian Revolving Credit Loans”) and to provide for other terms consistent with this Section 2.19. Prior to entering into any Extension Agreement with respect to any Extended US Revolving Credit Commitments or Extended Canadian Revolving Credit Commitments, the Company shall provide a notice to the US Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Credit Facility) (an “Extension Request”) setting forth the proposed terms of the Extended US Revolving Credit Commitments or Extended Canadian Revolving Credit Commitments to be established thereunder, which terms shall be identical to those applicable to the Existing US Revolving Credit Commitments or Existing Canadian Revolving Credit Commitments from which they are to be extended (the “Specified Existing Revolving Credit Commitment Classes”) except (x) all or any of the final maturity dates of such Extended US Revolving Credit Commitments or Extended Canadian Revolving Credit Commitments may be delayed to later dates than the final maturity dates of the Existing US Revolving Credit Commitments or Existing Canadian Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Classes, (y) the all-in pricing (including, without limitation, margins, fees and premiums) with respect to the Extended US Revolving Credit Commitments or Extended Canadian Revolving Credit Commitments may be higher or lower than the all-in pricing (including, without limitation, margins, fees and premiums) for the Existing US Revolving Credit Commitments or Existing Canadian Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Classes and (z) the Commitment Fee with respect to the Extended US Revolving Credit Commitments or Extended Canadian Revolving Credit Commitments may be higher or lower than the Commitment Fee for Existing US Revolving Credit Commitments or Existing Canadian Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Classes, in each case, to the extent provided in the applicable Extension Agreement; provided that, notwithstanding anything to the contrary in this Section 2.19 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of the Extended US Revolving Credit Loans under any Extended US Revolving Credit Commitments or of the Extended Canadian Revolving Credit Loans under any Extended Canadian Revolving Credit Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing US Revolving Credit Loans or Existing Canadian Revolving Credit Loans (the mechanics for which may be implemented through the applicable Extension Agreement and may include technical changes related to the borrowing and repayment procedures of the Credit Facility), (2) assignments and participations of Extended US Revolving Credit Commitments and Extended US Revolving Credit Loans or of Extended Canadian Revolving Credit Commitments and Extended Canadian Revolving Credit Loans shall be governed by the assignment and participation provisions set forth in Section 13.6 and (3)(I) in the case of Section 4.2, no permanent repayment of Extended US Revolving Credit Loans (and corresponding permanent reduction in the related Extended US Revolving Credit Commitments) or permanent repayment of Extended Canadian Revolving Credit Loans (and corresponding permanent reduction in related Extended Canadian Revolving Credit Commitments) shall be permitted unless all Existing US Revolving Credit Loans and all Existing US Revolving Credit Commitments or the Existing Canadian Revolving Credit Loans and the Existing Canadian Revolving Credit Commitments, in either case of the Specified Existing Revolving Credit Commitment Class, shall have been repaid in full and terminated, respectively and (II) in all other cases, no termination of Extended US Revolving Credit Commitments, no termination of

66

Extended Canadian Revolving Credit Commitments and no repayment of Extended US Revolving Credit Loans accompanied by a corresponding permanent reduction in Extended US Revolving Credit Commitments or no repayment of Extended Canadian Revolving Credit Loans accompanied by a corresponding permanent reduction in Extended Canadian Revolving Credit Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of the Existing US Revolving Credit Loans and Existing US Revolving Credit Commitments or the Existing Canadian Revolving Credit Loans and the Existing Canadian Revolving Credit Commitments, in either case of the Specified Existing Revolving Credit Commitment Class (or all Existing US Revolving Credit Commitments of such Class and related Existing US Revolving Credit Loans shall have otherwise been terminated and repaid in full or all Existing Canadian Revolving Credit Commitments of such Class and related Existing Canadian Revolving Credit Loans shall have otherwise been terminated and repaid in full). Any Extended US Revolving Credit Commitments of any Extension Series or Extended Canadian Revolving Credit Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from Existing US Revolving Credit Commitments or Existing Canadian Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Classes and from any other Existing US Revolving Credit Commitments or Existing Canadian Revolving Credit Commitments (together with any other Extended US Revolving Credit Commitments or Extended Canadian Revolving Credit Commitments so established on such date); provided that in no event shall there be more than three Classes of Revolving Credit Commitments outstanding at any one time.

(b) The Company shall provide the applicable Extension Request at least ten (10) Business Days prior to the date on which Lenders under the Existing Class are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Revolving Credit Commitments (or any earlier extended Revolving Credit Commitments) of an Existing Class subject to such Extension Request exchanged into Extended Loans/Commitments shall notify the US Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Revolving Credit Commitments (and/or any earlier extended Revolving Credit Commitments) which it has elected to convert into Extended Loans/Commitments. In the event that the aggregate amount of Revolving Credit Commitments (and any earlier extended Revolving Credit Commitments) subject to Extension Elections exceeds the amount of Extended Loans/Commitments requested pursuant to the Extension Request, Revolving Credit Commitments (and any earlier extended Revolving Credit Commitments) subject to Extension Elections shall be exchanged to Extended Loans/Commitments on a pro rata basis based on the amount of Revolving Credit Commitments (and any earlier extended Revolving Credit Commitments) included in each such Extension Election. Notwithstanding the conversion of any Existing US Revolving Credit Commitment into an Extended US Revolving Credit Commitment, such Extended US Revolving Credit Commitment shall be treated identically to all Existing US Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Class for purposes of the obligations of a Lender in respect of Swingline Loans under Section 2.1(c) and Letters of Credit under Section 3, except that the applicable Extension Agreement may provide that the Swingline Maturity Date and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (pursuant to mechanics set forth in the applicable Extension Agreement) so long as the Swingline Lender and/or the applicable Letter of Credit Issuer, as applicable, have consented to such extensions (it being understood that no consent of any other Lender shall be required in connection with any such extension). Notwithstanding the conversion of any Existing Canadian Revolving Credit Commitment into an Extended Canadian Revolving Credit Commitment, such Extended Canadian Revolving Credit Commitment shall be treated identically to all Existing Canadian Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Class for purposes of the obligations of the lenders thereof in respect of swingline loans and letters of credit, except that the applicable Extension Agreement may provide that the applicable swingline maturity date and/or the last day for issuing letters of credit may be extended and the related obligations to make swingline loans and issue letters of credit may be continued so long as the applicable swingline lender and/or the applicable letter of credit issuer, as applicable, have consented to such extensions (it being understood that no consent of any other Lender shall be required in connection with any such extension).

(c) Extended Loans/Commitments shall be established pursuant to an amendment (an “Extension Agreement”) to this Credit Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.19(c) and notwithstanding anything to the contrary set forth in Section 13.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Loans/Commitments established thereby) executed by the Credit Parties, the applicable Administrative Agent and the Extending Lenders. Notwithstanding anything to the contrary in this Section 2.19 and without limiting the generality or applicability of Section 13.1 to any Additional Agreements, any Extension Agreement may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Additional Agreement”) to this Agreement and the other Credit Documents; provided that such Additional Agreements do not become effective prior to the time that such Additional Agreements have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Loans/Commitments provided for in any Extension Agreement) by such of the Lenders, Credit Parties and other parties (if any) as may be required in order for such Additional Agreements to become effective in accordance with Section 13.1. In connection with any Extension Agreement, the Company shall deliver an opinion of counsel reasonably acceptable to the US Administrative Agent (i) as to the enforceability of such Extension Agreement, the Credit Agreement as amended thereby, and such of the other Credit Documents (if any) as may be amended thereby (in the case of such other Credit Documents as contemplated by the immediately preceding sentence), (ii) to the effect that such Extension Agreement, including without limitation, the Extended Loans/Commitments provided for therein, does not conflict with or violate the terms and provisions of Section 13.1 of this Agreement and (iii) as to any other matter reasonably requested by the US Administrative Agent.

67

2.20 Limitations on Additional Collateral. Notwithstanding anything in this Agreement or any other Credit Document to the contrary, in no event shall (i) any Canadian Credit Party be liable for or have any obligation for Loans or other US Obligations of the US Credit Facility, the Company or the US Credit Parties or (ii) the proceeds of any Collateral pledged by any Canadian Credit Party be used to satisfy any US Obligations.

SECTION 3. Letters of Credit

3.1 Issuance of Letters of Credit.

(a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (i) the US Letter of Credit Issuers agree to issue (or cause its Affiliates or other financial institution with which the applicable Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the US Borrowers or for the account of any Restricted Subsidiary (provided, that a US Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each such Letter of Credit issued for the account of such Restricted Subsidiary) in US Dollars under the US Credit Facility (each a “US Letter of Credit”) and (ii) the Canadian Letter of Credit Issuers agree to issue (or cause its Affiliates or other financial institution with which the applicable Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Canadian Borrowers or for the account of any Restricted Subsidiary (provided, that a Canadian Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each such Letter of Credit issued for the account of such Restricted Subsidiary) in US Dollars or Canadian Dollars under the Canadian Credit Facility (each a “Canadian Letter of Credit” and, together with the US Letters of Credit, the “Letters of Credit”) and in, each case, in such form as may be approved by the applicable Letter of Credit Issuer in its reasonable discretion.

(b) Notwithstanding the foregoing, (i) (x) no US Letter of Credit shall be issued the Stated Amount of which, when added to the US Letters of Credit Outstanding at such time, would exceed the US Letter of Credit Sub-Limit then in effect and (y) no Canadian Letter of Credit shall be issued the US Dollar Equivalent of the Stated Amount of which, when added to the Canadian Letters of Credit Outstanding at such time, would exceed the Canadian Letter of Credit Sub-Limit then in effect, (ii) (x) no US Letter of Credit shall be issued the Stated Amount of which, when added to the US Letters of Credit Obligations and the US Revolving Credit Loans and US Swingline Loans outstanding at such time, would exceed the US Maximum Amount then in effect or (y) no Canadian Letter of Credit shall be issued the US Dollar Equivalent of the Stated Amount of which, when added to the US Dollar Equivalent of the Canadian Letters of Credit Outstanding and the US Dollar Equivalent of the Canadian Revolving Credit Loans and the US Dollar Equivalent of the Canadian Swingline Loans outstanding at such time, would exceed the Canadian Maximum Amount then in effect, (iii) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the US Administrative Agent in the case of a US Letter of Credit, the Canadian Administrative Agent in the case of Canadian Letter of Credit, and the Letter of Credit Issuer or as provided under Section 3.2(b), and (y) the Letter of Credit Maturity Date, (iv) (x) each US Letter of Credit shall be denominated in US Dollars and (y) each Canadian Letter of Credit shall be denominated in Canadian Dollars or US Dollars, (v) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vi) the issuance of such Letter of Credit would violate one or more policies of the Letter of Credit Issuer and (vii) no Letter of Credit shall be issued after the Letter of Credit Issuer has received a written notice from any Borrower, the US Administrative Agent or the Canadian Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing.

3.2 Letter of Credit Requests.

(a) Whenever a Borrower desires that a Letter of Credit be issued, it shall give, with respect to any US Letter of Credit, the US Administrative Agent, and with respect to any Canadian Letter of Credit, the Canadian Administrative Agent, and the applicable Letter of Credit Issuer at least two (or such lesser number as may be agreed upon by the applicable Administrative Agent and the Letter of Credit Issuer) Business Days’ written notice thereof. Each notice shall be executed by the applicable Borrower and shall be in the form of Exhibit F-2 (each, a “Letter of Credit Request”). The applicable Administrative Agent shall promptly transmit copies of each Letter of Credit Request to each Lender.

68

(b) The making of each Letter of Credit Request or the extension or amendment of any Letter of Credit, shall be deemed to be a representation and warranty by the applicable Borrower that the Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.1.

(c) If a Borrower so requests in any applicable Letter of Credit Request, the applicable Letter of Credit Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable Letter of Credit Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Letter of Credit Issuer, the applicable Borrower shall not be required to make a specific request to the Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the applicable Lenders shall be deemed to have authorized (but may not require) the applicable Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that the applicable Letter of Credit Issuer shall not permit any such extension if (A) the applicable Letter of Credit Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Sections 3.1(b) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is three Business Days before the Non-Extension Notice Date (1) from the applicable Administrative Agent that the applicable Required Lenders have elected not to permit such extension or (2) from the applicable Administrative Agent, the applicable Required Lenders or the applicable Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing the Letter of Credit Issuer not to permit such extension.

3.3 Letter of Credit Participations.

(a) (i) Immediately upon the issuance by the US Letter of Credit Issuer of any US Letter of Credit, the US Letter of Credit Issuer (and on the Closing Date, with respect to the Existing Letters of Credit) shall be deemed to have sold and transferred to each other US Lender (each such other US Lender, in its capacity under this Section 3.3(a), a “US Letter of Credit Participant”), and each such US Letter of Credit Participant shall be deemed irrevocably and unconditionally to have purchased and received from the US Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each, a “ US Letter of Credit Participation”), to the extent of such US Letter of Credit Participant’s US Revolving Credit Commitment Percentage, in such US Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the US Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although fees pursuant to Section 4.1(c) will be paid directly to the US Administrative Agent for the ratable account of the US Letter of Credit Participants as provided in Section 4.1(c) and the US Letter of Credit Participants shall have no right to receive any portion of any Fronting Fees) and (ii) immediately upon the issuance by the Canadian Letter of Credit Issuer of any Canadian Letter of Credit, the Canadian Letter of Credit Issuer shall be deemed to have sold and transferred to each other Canadian Lender (each such other Canadian Lender, in its capacity under this Section 3.3(a), a “Canadian Letter of Credit Participant” and, together, with the US Letter of Participants, the “Letter of Credit Participants”), and each such Canadian Letter of Credit Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Canadian Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each, a “Canadian Letter of Credit Participation” and together with the US Letter of Credit Participation the, “Letter of Credit Participations”), to the extent of such Canadian Letter of Credit Participant’s Canadian Revolving Credit Commitment Percentage, in such Canadian Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Canadian Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although fees pursuant to Section 4.1(c) will be paid directly to the Canadian Administrative Agent for the ratable account of the Canadian Letter of Credit Participants as provided in Section 4.1(c) and the Canadian Letter of Credit Participants shall have no right to receive any portion of any Fronting Fees).

(b) In determining whether to pay under any Letter of Credit, the applicable Letter of Credit Issuer shall have no obligation relative to the applicable Letter of Credit Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by the applicable Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for the Letter of Credit Issuer any resulting liability.

(c) Whenever the applicable Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the applicable Administrative Agent has received for the account of the applicable Letter of Credit Issuer any payments from the applicable Letter of Credit Participants, the applicable Letter of Credit Issuer shall pay to the applicable Administrative Agent and the applicable Administrative Agent shall promptly pay to each applicable Letter of Credit Participant that has paid its applicable Revolving Credit Commitment Percentage of such reimbursement obligation, in US Dollars or Canadian Dollars, as applicable, and in immediately available funds, an amount equal to such Letter of Credit Participant’s share (based upon the proportionate aggregate amount originally funded or deposited by such Letter of Credit Participant to the aggregate amount funded or deposited by all applicable Letter of Credit Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective Letter of Credit Participations.

69

(d) The obligations of the applicable Letter of Credit Participants to purchase applicable Letter of Credit Participations from the Letter of Credit Issuers and make payments to the applicable Administrative Agent for the account of the Letter of Credit Issuers with respect to Letters of Credit shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances:

(i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents;

(ii) the existence of any claim, set-off, defense or other right that a Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the applicable Administrative Agent, the applicable Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any applicable Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between a Borrower and the beneficiary named in any such Letter of Credit);

(iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or

(v) the occurrence of any Default or Event of Default;

provided, however, that no Letter of Credit Participant shall be obligated to pay to the applicable Administrative Agent for the account of a Letter of Credit Issuer its Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer.

3.4 Agreement to Repay Letter of Credit Drawings.

(a) Each US Borrower hereby agrees to reimburse the US Letter of Credit Issuer, by making payment to the US Administrative Agent for the account of the US Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the US Letter of Credit Issuer under any US Letter of Credit issued by it (each such amount so paid until reimbursed, a “US Unpaid Drawing”) (i) within two Business Days of the date of such payment or disbursement, if the US Letter of Credit Issuer provides notice to the Company of such payment or disbursement prior to 10:00 a.m. (New York City time) on such next succeeding Business Day from the date of such payment or disbursement or (ii) if such notice is received after such time, on the second Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable, the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such US Letter of Credit Issuer, (A) from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the rate described in Section 2.8(a)(i) and (B) from and including the Required Reimbursement Date to but excluding the date such US Letter of Credit Issuer is reimbursed therefor, at a rate per annum that shall at all times be the rate described in Section 2.8(c)(ii); provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to any US Letter of Credit, (i) unless the Company shall have notified the US Administrative Agent and the US Letter of Credit Issuer prior to 10:00 a.m. (New York City time) on the Required Reimbursement Date that the US Borrowers intend to reimburse the US Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of US Revolving Credit Loans, the US Borrowers shall be deemed to have given a Notice of Borrowing requesting that the US Lenders make US Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount at such drawing, and (ii) the US Administrative Agent shall promptly notify each US Letter of Credit Participant of such drawing and the amount of its US Revolving Credit Loan to be made in respect thereof, and each US Letter of Credit Participant shall be irrevocably obligated to make a US Revolving Credit Loan to the applicable US Borrower in the manner deemed to have been requested in the amount of its US Revolving Credit Commitment Percentage of the applicable US Unpaid Drawing by 1:00 p.m. (New York City time) on such Required Reimbursement Date by making the amount of such US Revolving Credit Loan available to the Administrative Agent. Such US Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount. The US Administrative Agent shall use the proceeds of such US Revolving Credit Loans solely for purpose of reimbursing the US Letter of Credit Issuer for the related US Unpaid Drawing.

70

(b) Each Canadian Borrower hereby agrees to reimburse the Canadian Letter of Credit Issuer, by making payment to the Canadian Administrative Agent for the account of the Canadian Letter of Credit Issuer in immediately available funds and in the same Currency as was advanced, for any payment or disbursement made by the Canadian Letter of Credit Issuer under any Canadian Letter of Credit issued by it (each such amount so paid until reimbursed, a “Canadian Unpaid Drawing” and together with the US Unpaid Drawings, “Unpaid Drawings”) (i) by the Required Reimbursement Date, with interest on the amount so paid or disbursed by such Canadian Letter of Credit Issuer, (A) from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the rate described in Section 2.8(a)(i) with respect to any Canadian Letter Credit issued in US Dollars or Section 2.8(a)(ii), with respect to any Canadian Letter of Credit issued in Canadian Dollars and (B) from and including the Required Reimbursement Date to but excluding the date such Canadian Letter of Credit Issuer is reimbursed therefor, at a rate per annum that shall at all times be the rate described in Section 2.8(c)(ii); provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to any Canadian Letter of Credit, (i) unless the applicable Canadian Borrower shall have notified the Canadian Administrative Agent and the Canadian Letter of Credit Issuer prior to 10:00 a.m. (New York City time) on the Required Reimbursement Date that the Canadian Borrower intends to reimburse the Canadian Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Canadian Revolving Credit Loans, the applicable Canadian Borrower shall be deemed to have given a Notice of Borrowing requesting that the Canadian Lenders make Canadian Revolving Credit Loans (which shall be Canadian Base Rate Loans if the Canadian Unpaid Drawings are in Canadian Dollars or ABR Loans if Canadian Unpaid Drawing are in US Dollars) on the Required Reimbursement Date in an amount equal to the amount at such Canadian Unpaid Drawing, and (ii) the Canadian Administrative Agent shall promptly notify each Canadian Letter of Credit Participant of such Canadian Unpaid Drawing and the amount of its Canadian Revolving Credit Loan to be made in respect thereof, and each Canadian Letter of Credit Participant shall be irrevocably obligated to make a Canadian Revolving Credit Loan to the applicable Canadian Borrower in the manner deemed to have been requested in the amount of its Canadian Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 1:00 p.m. (New York time) on such Required Reimbursement Date by making the amount of such Canadian Revolving Credit Loan available to the Canadian Administrative Agent. Such Canadian Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount. The Canadian Administrative Agent shall use the proceeds of such Canadian Revolving Credit Loans solely for purpose of reimbursing the Canadian Letter of Credit Issuer for the related Canadian Unpaid Drawing.

(c) The obligations of each applicable Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that any Borrower or any other Person may have or have had against any Letter of Credit Issuer, the US Administrative Agent, the Canadian Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided that the applicable Borrower shall not be obligated to reimburse the applicable Letter of Credit Issuer for any wrongful payment made by the applicable Letter of Credit Issuer under the applicable Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer.

3.5 Increased Costs. If, after the date hereof, the adoption of any Applicable Law, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by any Letter of Credit Issuer or any Letter of Credit Participant with any request or directive made or adopted after the date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, special deposit, capital adequacy or similar requirement against letters of credit issued by any Letter of Credit Issuer, or any Letter of Credit Participant’s Letter of Credit Participation therein or (b) impose on any Letter of Credit Issuer or any Letter of Credit Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or Letter of Credit Participations therein or any Letter of Credit or such Letter of Credit Participant’s Letter of Credit Participation therein, and the result of any of the foregoing is to increase the cost to any Letter of Credit Issuer or such Letter of Credit Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by any Letter of Credit Issuer or such Letter of Credit Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnified under Section 5.4, (ii) net income taxes and franchise taxes (imposed in lieu of net income taxes) or, solely in the case of Loans made to a Canadian Borrower, any Canadian federal or provincial capital taxes, imposed (in each case) on any Agent or any Letter of Credit Issuer as a result of a present or former connection between such Agent or such Letter of Credit Issuer and the jurisdiction of the Governmental Authority imposing such tax (other than any such connection arising from execution or delivery of, receipt of any payments under, performance under or enforcement of, or any other transactions occurring pursuant to, this Agreement or any other Credit Document) or (iii) taxes included under clause (e) of Section 5.4) in respect of Letters of Credit or Letter of Credit Participations therein, then, promptly after receipt of written demand to the Company by the applicable Letter of Credit Issuer or such Letter of Credit Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such Letter of Credit Participant to the Administrative Agents), the Company shall pay to the applicable Letter of Credit Issuer or such Letter of Credit Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such Letter of Credit Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or a Letter of Credit Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such Applicable Law as in effect on the date hereof. A certificate submitted to the Company by the Letter of Credit Issuer or a Letter of Credit Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such Letter of Credit Participant to the Administrative Agents) setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such Letter of Credit Participant as aforesaid shall be conclusive and binding on the Company absent clearly demonstrable error.

71

3.6 New or Successor Letter of Credit Issuer.

(a) Any Letter of Credit Issuer may resign as a Letter of Credit Issuer upon 60 days’ prior written notice to the US Administrative Agent, the Lenders and the Company. Subject to the terms of the following sentence, the Company may replace any Letter of Credit Issuer for any reason upon written notice to the US Administrative Agent and the applicable Letter of Credit Issuer and the Company may add Letter of Credit Issuers at any time upon notice to the US Administrative Agent. If a Letter of Credit Issuer shall resign or be replaced, or if the Company shall decide to add a new Letter of Credit Issuer under this Agreement, then the Company may appoint a successor issuer of Letters of Credit or a new Letter of Credit Issuer, as the case may be, with the consent of the US Administrative Agent (such consent not to be unreasonably withheld), whereupon such successor issuer shall succeed to the rights, powers and duties of the replaced or resigning Letter of Credit Issuer under this Agreement and the other Credit Documents, or such new issuer of Letters of Credit shall be granted the rights, powers and duties of a Letter of Credit Issuer hereunder, and the term “US Letter of Credit Issuer” or “Canadian Letter of Credit Issuer” shall mean such successor or such new issuer of Letters of Credit effective upon such appointment. At the time such resignation or replacement shall become effective, the Company shall pay to the resigning or replaced Letter of Credit Issuer all accrued and unpaid fees pursuant to Sections 4.1(b) and 4.1(d). The acceptance of any appointment as a Letter of Credit Issuer hereunder whether as a successor issuer or new issuer of Letters of Credit in accordance with this Agreement, shall be evidenced by an agreement entered into by such new or successor issuer of Letters of Credit, in a form satisfactory to the Company and the US Administrative Agent and, from and after the effective date of such agreement, such new or successor issuer of Letters of Credit shall become a “US Letter of Credit Issuer” or “Canadian Letter of Credit Issuer” hereunder. After the resignation or replacement of a Letter of Credit Issuer hereunder, the resigning or replaced Letter of Credit Issuer shall remain a party hereto and shall continue to have all the rights and obligations of a Letter of Credit Issuer under this Agreement and the other Credit Documents with respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit. In connection with any resignation or replacement pursuant to this clause (a) (but, in case of any such resignation, only to the extent that a successor issuer of Letters of Credit shall have been appointed), either (i) the Company, the resigning or replaced Letter of Credit Issuer and the successor issuer of Letters of Credit shall arrange to have any outstanding Letters of Credit issued by the resigning or replaced Letter of Credit Issuer replaced with Letters of Credit issued by the successor issuer of Letters of Credit or (ii) the Company shall cause the successor issuer of Letters of Credit, if such successor issuer is reasonably satisfactory to the replaced or resigning Letter of Credit Issuer, to issue “back-stop” Letters of Credit naming the resigning or replaced Letter of Credit Issuer as beneficiary for each outstanding Letter of Credit issued by the resigning or replaced Letter of Credit Issuer, which new Letters of Credit shall have a face amount equal to the Letters of Credit being back-stopped and the sole requirement for drawing on such new Letters of Credit shall be a drawing on the corresponding back-stopped Letters of Credit. After any resigning or replaced Letter of Credit Issuer’s resignation or replacement as Letter of Credit Issuer, the provisions of this Agreement relating to a Letter of Credit Issuer shall inure to its benefit as to any actions taken or omitted to be taken by it (A) while it was a Letter of Credit Issuer under this Agreement or (B) at any time with respect to Letters of Credit issued by such Letter of Credit Issuer.

(b) To the extent that there are, at the time of any resignation or replacement as set forth in clause (a) above, any outstanding Letters of Credit, nothing herein shall be deemed to impact or impair any rights and obligations of any of the parties hereto with respect to such outstanding Letters of Credit (including, without limitation, any obligations related to the payment of Fees or the reimbursement or funding of amounts drawn), except that the Company, the resigning or replaced Letter of Credit Issuer and the successor issuer of Letters of Credit shall have the obligations regarding outstanding Letters of Credit described in clause (a) above.

3.7 Cash Collateral.

(a) If, as of the Letter of Credit Maturity Date, there are any Letters of Credit Outstanding, the applicable Borrowers shall immediately Cash Collateralize the then Letters of Credit Outstanding.

(b) If any Event of Default shall occur and be continuing, the Required Lenders may require that the Letter of Credit Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5, the Borrowers shall immediately Cash Collateralize the applicable Letters of Credit then outstanding and no notice or request by or consent from the Required Lenders shall be required.

72

(c) For purposes of this Agreement, “Cash Collateralize” means to pledge and deposit with or deliver to the US Administrative Agent, for the benefit of the applicable Letter of Credit Issuer or the Swingline Lender, as applicable, as collateral for the applicable Letter of Credit Obligations and applicable Swingline Exposure, as the case may be, cash or deposit account balances (“Cash Collateral”) in an amount equal to 100% of the amount of the applicable Letters of Credit Outstanding or outstanding applicable Swingline Exposure, as the case may be, required to be Cash Collateralized pursuant to documentation in form and substance reasonably satisfactory to the US Administrative Agent and the applicable Letter of Credit Issuer or Swingline Lender, as the case may be (which documents are hereby consented to by the Lenders). Derivatives of such terms have corresponding meanings. The applicable Borrowers hereby grant to the US Administrative Agent, for the benefit of the applicable Letter of Credit Issuer and the applicable Letter of Credit Participants and the Swingline Lender and any applicable Lenders with a Swingline Exposure, as applicable, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, interest bearing deposit accounts with the US Administrative Agent.

3.8 Existing Letters of Credit. Subject to the terms and conditions hereof, each Existing Letter of Credit that is outstanding on the Closing Date and listed on Schedule 1.1(c) shall, effective as of the Closing Date and without any further action by the Company, be continued as a US Letter of Credit or Canadian Letter of Credit, as applicable, hereunder and from and after the Closing Date shall be deemed a US Letter of Credit or Canadian Letter of Credit, as applicable, for all purposes hereof and shall be subject to and governed by the terms and conditions hereof.

3.9 Applicability of ISP and UCP. Unless otherwise expressly agreed by the Letter of Credit Issuer and the Company when a Letter of Credit is issued, (a) the rules of the ISP shall apply to each standby Letter of Credit, and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance, shall apply to each commercial Letter of Credit.

3.10 Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the term of any Issuer Document, the terms hereof shall control.

3.11 Letters of Credit Issued for Restricted Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Restricted Subsidiary, the applicable Borrower shall be obligated to reimburse the Letter of Credit Issuer hereunder for any and all drawings under such Letter of Credit. The Borrowers hereby acknowledge that the issuance of Letters of Credit for the account of Restricted Subsidiaries inures to the benefit of the Borrowers, and that the Borrowers’ business derives substantial benefits from the businesses of such Restricted Subsidiaries.

SECTION 4. Fees; Commitment Reductions and Terminations

4.1 Fees.

(a) The Company agrees to pay to the US Administrative Agent, for the account of each US Lender, and to the Canadian Administrative Agent, for the account of each Canadian Lender, a commitment fee (the “Commitment Fee”) that shall accrue at the Commitment Fee Rate on the average daily amount of the Available Revolving Credit Commitment of such Lender from and including the Closing Date to but excluding the Revolving Credit Maturity Date. Each such Commitment Fee shall be payable (x) quarterly in arrears on the last Business Day of each March, June, September and December (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y) on the Revolving Credit Maturity Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and shall be computed for each day during such period at a rate per annum equal to the Commitment Fee Rate.

(b) The Company agrees to pay to each Letter of Credit Issuer a fee in respect of each Letter of Credit issued hereunder by such Letter of Credit Issuer (the “Fronting Fee”), for the period from and including the date of issuance of such Letter of Credit to but excluding the termination or expiration date of such Letter of Credit, computed at the rate for each day equal to 0.125% per annum or such other amount as is agreed in a separate writing between the applicable Letter of Credit Issuer and the Company on the average daily amount of Letter of Credit Exposure attributable to Letters of Credit issued by it (excluding any portion attributable to Unpaid Drawings). The Fronting Fee shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December and on the Letter of Credit Maturity Date.

(c) The Company agrees to pay to the US Administrative Agent for the account of each US Lender and to the Canadian Administrative Agent for the account of each Canadian Lender, a participation fee with respect to its participations in US Letters of Credit and/or Canadian Letters of Credit, respectively, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans (in the case of Letters of Credit denominated in US Dollars) or CDOR Rate Loans (in the case of Letters of Credit denominated in Canadian Dollars) on the average daily amount of such Lender’s Letter of Credit Exposure (excluding any portion thereof attributable to Unpaid Drawing) during the period from and including the Closing Date to but excluding the later of the Letter of Credit Maturity Date and the date on which such Lender ceases to have any Letter of Credit Exposure.

73

(d) The Company agrees to pay directly to the applicable Letter of Credit Issuer upon each issuance of, drawing under and/or amendment, renewal or extension of a Letter of Credit issued by it such amount as the applicable Letter of Credit Issuer and the Company shall have agreed upon for issuances of, drawings under or amendments of, renewals or extensions of, Letters of Credit issued by it.

(e) The Company agrees to pay to the US Administrative Agent, the Canadian Administrative Agent and the Co-Collateral Agent, as applicable, the fees in the amounts and on the dates as set forth in the Administrative Agent Fee Letter and the Co-Collateral Agent Fee Letter, as applicable.

4.2 Voluntary Reduction of Commitments. Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the (i) US Administrative Agent at the US Administrative Agent’s Office (which notice the US Administrative Agent shall promptly transmit to each of the US Lenders), the Company shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the US Revolving Credit Commitments or the US Letter of Credit Sub-Limit in whole or in part or (ii) Canadian Administrative Agent at the Canadian Administrative Agent’s Office (which notice the Canadian Administrative Agent shall promptly transmit to each of the Canadian Lenders), the Company shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Canadian Revolving Credit Commitments or the Canadian Letter of Credit Sub-Limit in whole or in part; provided that (a) with respect to the US Revolving Credit Commitments, any such reduction shall apply proportionately and permanently to reduce the US Revolving Credit Commitments of each of the US Lenders, except that, notwithstanding the foregoing, in connection with the establishment on any date of any Extended US Revolving Credit Commitments pursuant to Section 2.19, the US Revolving Credit Commitments of any one or more US Lenders providing any such Extended US Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of US Revolving Credit Commitments so extended on such date (provided that (x) after giving effect to any such reduction and to the repayment of any US Revolving Credit Loans made on such date, the US Revolving Credit Exposure of any such US Lender does not exceed the US Revolving Credit Commitment thereof (such US Revolving Credit Exposure and US Revolving Credit Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended US Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of US Revolving Credit Loans contemplated by the preceding clause shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.19 of US Revolving Credit Commitments and US Revolving Credit Loans into Extended US Revolving Credit Commitments and Extended US Revolving Credit Loans, respectively, and prior to any reduction being made to the US Revolving Credit Commitment of any other US Lender), (b) with respect the Canadian Revolving Credit Commitments, any such reduction shall apply proportionately and permanently to reduce the Canadian Revolving Credit Commitments of each of the Canadian Revolving Credit Lenders, except that, notwithstanding the foregoing, in connection with the establishment on any date of any Extended Canadian Revolving Credit Commitments pursuant to Section 2.19, the Canadian Revolving Credit Commitments of any one or more Canadian Lenders providing any such Extended Canadian Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Canadian Revolving Credit Commitments so extended on such date (provided that (x) after giving effect to any such reduction and to the repayment of any Canadian Revolving Credit Loans made on such date, the US Dollar Equivalent of the Canadian Revolving Credit Exposure of any such Canadian Lender does not exceed the Canadian Revolving Credit Commitment thereof (such US Dollar Equivalent of the Canadian Revolving Credit Exposure and Canadian Revolving Credit Commitment being determined in each case, for the avoidance of doubt, exclusive of such Canadian Lender’s Extended Canadian Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Canadian Revolving Credit Loans contemplated by the preceding clause shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.19 of Canadian Revolving Credit Commitments and Canadian Revolving Credit Loans into Extended Canadian Revolving Credit Commitments and Extended Canadian Revolving Credit Loans respectively, and prior to any reduction being made to the Canadian Revolving Credit Commitment of any other Canadian Lender), (c) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (d) after giving effect to such termination or reduction and to any prepayments of Revolving Credit Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Revolving Credit Exposures shall not exceed the Total Revolving Credit Commitment, the US Dollar Equivalent of the aggregate amount of the US Lenders’ US Revolving Credit Exposures shall not exceed the US Total Revolving Credit Commitment and the aggregate US Dollar Equivalent of the amount of Canadian Lenders’ Canadian Revolving Credit Exposures shall not exceed the Canadian Total Revolving Credit Commitment.

74

4.3 Mandatory Termination of Commitments.

(a) The Total Revolving Credit Commitment shall terminate at 5:00 p.m. (New York City time) on the Revolving Credit Maturity Date.

(b) The Swingline Commitment shall terminate at 5:00 p.m. (New York City time) on the Swingline Maturity Date.

SECTION 5. Payments

5.1 Voluntary Prepayments. Each US Borrower shall have the right to prepay US Revolving Credit Loans and US Swingline Loans and each Canadian Borrower shall have the right to prepay Canadian Revolving Credit Loans and Canadian Swingline Loans, in each case, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (a) with respect to the US Credit Facility, the Company shall give the US Administrative Agent at the US Administrative Agent’s Office written notice, and with respect to the Canadian Credit Facility, the Company shall give the Canadian Administrative Agent at the Canadian Administrative Agent’s Office (or, in each case, telephonic notice promptly confirmed in writing) of the intent to make such prepayment, the amount of such prepayment and in the case of Eurodollar Loans or CDOR Rate Loans, the specific Borrowing(s) pursuant to which made, which notice shall be given by the Company no later than (i) in the case of Revolving Credit Loans, 1:00 p.m. (New York City time) (x) one Business Day prior to (in the case of ABR Loans or Canadian Base Rate Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans or CDOR Rate Loans) or (ii) in the case of Swingline Loans and Permitted Overadvances, 1:00 p.m. (New York City time) on, the date of such prepayment and shall promptly be transmitted by the applicable Administrative Agent to each of the relevant Lenders or the Swingline Lender, as the case may be, (b) each partial prepayment of any Borrowing of Revolving Credit Loans shall be in a multiple of $500,000 or Cdn $500,000 and in an aggregate principal amount of at least $1,000,000 or Cdn $1,000,000 and each partial prepayment of Swingline Loans and Permitted Overadvances shall be in a multiple of $100,000 or Cdn $100,000 and in an aggregate principal amount of at least $100,000 or Cdn $100,000; provided that no partial prepayment of Eurodollar Loans or CDOR Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans or CDOR Rate Loans, as applicable, made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans or CDOR Rate Loans, as applicable; (c) any prepayment of Eurodollar Loans or CDOR Rate Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrowers with the applicable provisions of Section 2.11.

5.2 Mandatory Prepayments.

(a) On any date on which (i) the US Total Revolving Credit Outstandings exceeds the US Total Revolving Credit Commitment or (ii) subject to Section 5.2(c), the US Dollar Equivalent of the Canadian Total Revolving Credit Outstanding exceeds the Canadian Total Revolving Credit Commitment, the US Borrowers or Canadian Borrowers, as applicable, shall forthwith pay to the US Administrative Agent or Canadian Administrative Agent, as applicable, an amount in cash equal to such excess and such Administrative Agent shall apply it in accordance with the provisions of Section 5.2(d).

(b) Except for Permitted Overadvances, if on any date (i) the US Total Revolving Credit Outstandings for any reason exceed 100% of the US Borrowing Base then in effect or (ii) subject to Section 5.2(c), the US Dollar Equivalent of the Canadian Total Revolving Credit Outstandings for any reason exceed 100% and the US Dollar Equivalent of the Canadian Borrowing Base then in effect, the US Borrowers or Canadian Borrowers, as applicable, shall promptly pay to the US Administrative Agent or Canadian Administrative Agent, as applicable, an amount in cash equal to such excess and such Administrative Agent shall apply it in accordance with the provisions of Section 5.2(d).

(c) If the Canadian Administrative Agent notifies the Company at any time that the US Dollar Equivalent of the Canadian Total Revolving Credit Outstandings at such time exceeds an amount equal to 105% of the Canadian Total Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Canadian Borrowers shall prepay Canadian Revolving Credit Loans and/or the Canadian Borrowers shall Cash Collateralize the Canadian Letter of Credit Obligations in an aggregate amount sufficient to reduce such amount outstanding as of such date of payment to an amount not to exceed 100% of the Canadian Total Revolving Credit Commitments then in effect; provided, however, that, subject to the provisions of Section 2.18, the Canadian Borrowers shall not be required to Cash Collateralize the Canadian Letter of Credit Obligations pursuant to this Section 5.2(c) unless after the prepayment in full of the Canadian Revolving Credit Loans the US Dollar Equivalent Canadian Total Revolving Credit Outstandings exceed the Canadian Revolving Credit Commitments then in effect. The Canadian Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.

75

(d) Application to Revolving Credit Loans. With respect to each prepayment of Revolving Credit Loans elected by the Borrowers pursuant to Section 5.1 or required by Section 2.5(b) or 5.2(a), (b) or (c), the Company may designate (i) the Types, Class and, if applicable, Currency of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made and (ii) the Revolving Credit Loans to be prepaid; provided that (x) Eurodollar Loans and CDOR Rate Loans may be designated for prepayment pursuant to this Section 5.2 only on the last day of an Interest Period applicable thereto unless all Eurodollar Loans and CDOR Rate Loans with Interest Periods ending on such date of required prepayment and all ABR Loans and Canadian Base Rate Loans have been paid in full and (y) each prepayment of any Loans made pursuant to the same Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Company as described in the preceding sentence, the applicable Administrative Agent shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. The US Administrative Agent shall apply each prepayment of US Revolving Credit Loans required by Section 5.2(a) or (b) and any payment pursuant to Section 2.5(b), first, to prepay the principal of any US Permitted Overadvances that may be outstanding, pro rata, second, to prepay the principal of the US Swingline Loans, pro rata, third, to prepay the principal of the US Revolving Credit Loans and fourth to Cash Collateralize the US Letters of Credit Outstanding. The Canadian Administrative Agent shall apply each prepayment of Canadian Revolving Credit Loans required by Section 5.2(a) or (b) and any payment pursuant to Section 2.5(b), first, to prepay the principal of any Canadian Permitted Overadvances that may be outstanding, pro rata, second, to prepay the principal of the Canadian Swingline Loans, pro rata, third, to prepay the principal of the Canadian Revolving Credit Loans and fourth to Cash Collateralize the Canadian Letters of Credit Outstanding. Amounts prepaid may be reborrowed subject to the terms and conditions of this Agreement.

(e) In addition to any other mandatory prepayments pursuant to this Section 5.2, each Swingline Loan will be repaid (for the avoidance of doubt, such repayment may be made with proceeds from Revolving Credit Loans) no later than the seventh day following the incurrence thereof; provided that, if the seventh day is not a Business Day, such repayment shall be made on the next succeeding Business Day.

5.3 Method and Place of Payment.

(a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the applicable Borrower, without set-off, counterclaim or deduction of any kind, to, in the case of any payments under the US Credit Facility, the US Administrative Agent, and in the case of any payments under the Canadian Credit Facility, the Canadian Administrative Agent, in either case, for the ratable account of the Lenders entitled thereto, the Letter of Credit Issuer entitled thereto or the Swingline Lender, as the case may be, not later than 2:00 p.m. (New York City time) on the date when due and shall be made in immediately available funds in US Dollars, if paying any fees hereunder or if repaying Loans, Unpaid Drawings or making a payment in respect of interest on any Loans or Unpaid Drawings denominated in US Dollars, or Canadian Dollars, if repaying Loans, Unpaid Drawings or making a payment in respect of interest on any Loans or Unpaid Drawings denominated in Canadian Dollars, in either case, at the applicable Administrative Agent’s Office. The applicable Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the applicable Administrative Agent prior to 2:30 p.m. (New York City time) on such day and, if not, on the next Business Day) like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto or to the applicable Letter of Credit Issuer or the Swingline Lender, as applicable.

(b) For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

5.4 Net Payments.

(a) Subject to the following sentence, all payments made by or on behalf of any Credit Parties under this Agreement or any other Credit Document shall be made free and clear of, and without deduction or withholding for or on account of, any current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (including any interest, additions to tax and penalties), excluding in the case of each Lender and each Agent, (1) overall net income taxes and franchise taxes (imposed in lieu of net income taxes) or, solely in the case of Loans made to a Canadian Borrower, any Canadian federal or provincial capital taxes, imposed (in each case) on any Agent or any Lender as a result of a present or former connection between such Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein other than any such connection arising solely from such Agent or such Lender having executed, delivered or performed its obligations or received a payment under, enforced, or engaged in any other transaction pursuant to this Agreement or any other Credit Document), (2) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (1), (3) any withholding tax resulting from a Lender’s failure to comply with Section 5.4(d), (4) with respect to any US Borrower, any US federal withholding tax unpaid pursuant to Sections 1471-1474 of the Code as amended or any successor statute that is substantively comparable and any regulated or official interpretation thereof and (5) any Canadian federal or provincial tax imposed

76

on an amount paid by a Canadian Borrower to a Lender or Agent that would not have been imposed but for such Lender or Agent not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with such Canadian Borrower at that time. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) are required to be withheld by an applicable withholding agent from any amounts payable under this Agreement or any other Credit Document, the applicable Credit Parties shall increase the amounts payable to such Administrative Agent or such Lender to the extent necessary to yield to such Administrative Agent or such Lender (after payment of all Non-Excluded Taxes, including those applicable to any amounts payable under this Section 5.4) interest or any such other amounts payable hereunder at the rates or in the amounts specified in such Credit Document. Whenever any Non-Excluded Taxes are payable by any Credit Party, as promptly as possible thereafter the Borrowers shall send to the applicable Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt, if available (or other evidence acceptable to such Lender, acting reasonably) received by the Borrowers showing payment thereof. The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(b) In addition, each Credit Party shall pay any present or future stamp, documentary, filing, mortgage recording, excise, property or intangible taxes, charges or similar levies that arise from any payment made by such Credit Party hereunder or under any other Credit Documents or from the execution, delivery or registration or recordation of, performance under, or otherwise with respect to, this Agreement or the other Credit Documents (hereinafter referred to as “Other Taxes”).

(c) The Credit Parties shall indemnify each Lender and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes imposed or asserted on such Lender or Agent (whether or not correctly or legally asserted), including with respect to any additional amounts or indemnification payments under this Section 5.4 and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor.

(d) Each Lender shall, at such times as are reasonably requested by the Company or an Administrative Agent, provide Company and the applicable Administrative Agent with any documentation prescribed by law or reasonably requested by the Company or such Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding tax with respect to any payments to be made to such Lender under the Credit Documents. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrowers and the applicable Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the applicable Administrative Agent) or promptly notify the Borrowers and the applicable Administrative Agent of its inability to do so. Unless the Borrowers or the applicable Administrative Agent has received forms or other documents satisfactory to it indicating that payments under any Credit Document to or for a Lender are not subject to withholding tax or are subject to such Tax at a rate reduced by an applicable tax treaty, the Borrowers or the applicable Administrative Agent (as applicable) shall withhold amounts required to be withheld by applicable Law from such payments at the applicable statutory rate. Without limiting the foregoing:

1. Each Lender that is a United States Person (as defined in Section 7701(a)(30) of the Code) shall deliver to the US Borrowers and the US Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from US federal backup withholding.

2. Each Non-US Lender shall deliver to the US Borrowers and the US Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the US Borrowers or the US Administrative Agent) whichever of the following is applicable:

(A) two properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code,

(B) two properly completed and duly signed original copies of Internal Revenue Service Form W-8ECI (or any successor forms),

(C) in the case of a Non-US Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (A) a certificate substantially in the form of Exhibit P (any such certificate a “United States Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN,

77

(D) to the extent a Non-US Lender is not the beneficial owner (for example, where the Non-US Lender is a partnership or a participating Lender), Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-US Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information from each beneficial owner, as applicable (provided that, if one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Non-US Lender on behalf of such beneficial owner), or

(E) two properly completed and duly signed original copies of any other form prescribed by applicable US federal income tax laws (including the Treasury Regulations) as a basis for claiming a complete exemption from, or a deduction in, United States federal withholding tax on any payments to such Lender under the Loan Documents.

Each Lender shall deliver to the applicable Borrowers and the applicable Administrative Agent two further original copies of any previously delivered form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or inaccurate and promptly after the occurrence of any event requiring a change in the most recent form previously delivered by it to the applicable Borrowers or the applicable Administrative Agent, or promptly notify the applicable Borrowers and the applicable Administrative Agent that it is unable to do so. Each Lender shall promptly notify the applicable Borrowers and the applicable Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered form or certification to the applicable Borrowers or the applicable Administrative Agent,

Notwithstanding any other provision of this clause (d), a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

(e) Notwithstanding the foregoing, the Credit Parties shall not be required to indemnify any Lender to a US Borrower that is not organized under the laws of the United States of America, a state thereof or the District of Columbia (a “Non-US Lender”), or to pay any additional amounts to any such Non-US Lender, pursuant to paragraph (a) above, in receipt of US Federal withholding tax attributable to an obligation of a US Borrower to the extent that (i) the obligation to withhold amounts with respect to such US federal withholding tax arose under any law in effect on the date such Non-US Lender became a party to this Agreement or changed its lending office; provided, however, that this Section 5.4(e) shall not apply to the extent that (x) the indemnity payments or additional amounts any Lender would be entitled to receive (without regard to this Section 5.4(e))) do not exceed the indemnity payment or additional amounts that such Lender’s assignor, if any, was entitled to receive immediately prior to the assignment to such Lender or that such Lender was entitled to receive immediately prior to the change in its lending office, or (y) such assignment was requested by a Borrower.

(f) If any Lender or an Administrative Agent determines in its sole discretion that it has received a refund of a Non-Excluded Tax or Other Taxes for which a payment has been made by any Credit Party pursuant to this Agreement, which refund in the good faith judgment of such Lender or such Administrative Agent, as the case may be, is attributable to such payment made by such Credit Party, then such Lender or such Administrative Agent, as the case may be, shall reimburse the Borrowers for such amount (together with any interest received thereon) as such Lender or such Administrative Agent, as the case may be, reasonably determines to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position than it would have been in if the payment had not been required; provided that the Borrowers, upon the request of such Lender, agrees to repay the amount paid over to the Borrowers (with any interest, additions to tax and penalties) in the event such Lender or such Administrative Agent is required to repay such refund to such Governmental Authority. Neither any Lender nor an Administrative Agent shall be obliged to disclose any information regarding its tax affairs or computations to the Credit Parties in connection with this Section 5.4(f) or any other provision of this Section 5.4; provided, further, that nothing in this Section 5.4 shall obligate any Lender (or Transferee) or an Administrative Agent to apply for any refund.

(g) For the avoidance of doubt, a “Lender” shall, for purposes of this Section 5.4, include a Swingline Lender and a Letter of Credit Issuer.

5.5 Computations of Interest and Fees.

(a) Interest on Eurodollar Loans and CDOR Rate Loans shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest on ABR Loans and Canadian Base Rate Loans and interest on overdue interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.

78

(b) Fees and Letters of Credit Outstanding shall be calculated on the basis of a 360 day year for the actual days elapsed.

5.6 Limit on Rate of Interest.

(a) No Payment Shall Exceed Lawful Rate. Notwithstanding any other term of this Agreement, but subject to Section 2.16, the Borrowers shall not be obliged to pay any interest or other amounts under or in connection with this Agreement in excess of the amount or rate permitted under or consistent with any Applicable Law.

(b) Payment at Highest Lawful Rate. If the Borrowers are not obliged to make a payment which it would otherwise be required to make, as a result of Section 5.6(a), the Borrowers shall make such payment to the maximum extent permitted by or consistent with Applicable Law.

(c) Adjustment If Any Payment Exceeds Lawful Rate. If any provision of this Agreement or any of the other Credit Documents would obligate the Borrowers to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by any Applicable Law, then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law (in the case of the Borrowers), such adjustment to be effected, to the extent necessary, as follows:

(i) firstly, by reducing the amount of rate of interest required to be paid by the Borrowers to the affected Lender under Section 2.8; and

(ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid by the Borrower to the affected Lender.

Notwithstanding the foregoing, and after giving full effect to all adjustments contemplated thereby, if any Lender shall have received from a Borrower an amount in excess of the maximum permitted by any Applicable Law, then the applicable Borrower shall be entitled, by notice in writing to the Administrative Agents, to obtain reimbursement from such Lender in an amount equal to such excess, and pending such reimbursements, such amount shall be deemed to be an amount payable by such Lender to the Borrower. In the event of any conflict between the terms of this Section 5.6 and Section 2.16 hereof, the terms of Section 2.16 shall prevail if it relates to the Canadian Borrowers or the Canadian Guarantors.

SECTION 6. Conditions Precedent to Initial Credit Event

The occurrence of the initial Credit Event shall occur on or before December 31, 2010 and is subject to the satisfaction of the following conditions precedent:

6.1 Credit Documents. The Administrative Agents shall have received:

(a) this Agreement, executed and delivered by a duly authorized officer of each of Holdings, each Borrower, each Agent, each Lender, the Swingline Lender and each Letter of Credit Issuer;

(b) the US Guarantee, executed and delivered by a duly authorized officer of each Person that is a US Guarantor as of the Closing Date;

(c) the Canadian Guarantee, executed and delivered by a duly authorized officer of each Person that is a Canadian Guarantor as of the Closing Date.

(d) the US Security Agreement, executed and delivered by a duly authorized officer of Holdings, each US Borrower, each US Guarantor, the US Collateral Agent and each other grantor party thereto as of the Closing Date.

(e) the Canadian Security Agreement, executed and delivered by a duly authorized officer of each Canadian Borrower, each Canadian Guarantor, the Canadian Collateral Agent and each other grantor party thereto as of the Closing Date.

(f) the US Pledge Agreement, executed and delivered by a duly authorized officer of Holdings, each US Borrower, each US Guarantor, the US Collateral Agent and each other pledgor party thereto as of the Closing Date;

79

(g) the Canadian Pledge Agreement — Canadian Credit Parties, executed and delivered by a duly authorized officer of each Canadian Borrower, each Canadian Guarantor, the Canadian Collateral Agent and each other pledgor party thereto as of the Closing Date;

(h) the Canadian Pledge Agreement — US Credit Parties, executed and delivered by a duly authorized officer of Gentek Building Products, Inc., the US Collateral Agent and each other pledgor party thereto as of the Closing Date;

(i) the Intercreditor Agreement, executed and delivered by the US Collateral Agent and the Notes Collateral Agent and acknowledged and agreed by Holdings, the US Borrowers and the other US Guarantors; and

(j) the Loss Sharing Agreement, executed and delivered by a duly authorized officer of each party thereto.

6.2 Collateral.

(a) All Capital Stock of the Company and all Capital Stock of each Subsidiary of the Company directly owned by the Borrowers or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreements (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Notes Collateral Agent shall have received all certificates, if any, representing such securities pledged under the US Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank (except that no delivery of certificates, instruments of transfer or stock powers shall be required with respect to the pledge of any Capital Stock of any Foreign Subsidiary, other than a Canadian Subsidiary) and the Canadian Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Canadian Pledge Agreement — Canadian Credit Parties, accompanied by instruments of transfer and updated stock powers endorsed in blank.

(b) (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $5,000,000 (or the CDN Dollar Equivalent thereof on the Closing Date) (individually) that is owing (A) to the Company, any US Borrower or any US Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the US Pledge Agreement, and the Notes Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer thereto endorsed in blank and (B) to any Canadian Borrower or any Canadian Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Canadian Pledge Agreement — Canadian Credit Parties, and the Canadian Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer thereto endorsed in blank.

(ii) All Indebtedness of each Borrower and each of their Restricted Subsidiaries that is owing to any US Borrower or any US Guarantor shall be evidenced by the US Intercompany Note, which shall be executed and delivered by each Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the US Pledge Agreement, and the Notes Collateral Agent shall have received such US Intercompany Note, together with undated instruments of transfer thereto endorsed in blank.

(iii) All Indebtedness of each Borrower and each of their Restricted Subsidiaries that is owing to any Canadian Borrower or any Canadian Guarantor shall be evidenced by the Canadian Intercompany Note, which shall be executed and delivered by each Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Canadian Pledge Agreement — Canadian Credit Parties, and the Canadian Collateral Agent shall have received such Canadian Intercompany Note, together with undated instruments of transfer thereto endorsed in blank.

(c) All documents and instruments, including UCC, PPSA or other applicable personal property security financing statements and Intellectual Property Security Agreements (as defined in the Security Agreements), required by Applicable Law to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the US Collateral Agent or the Canadian Collateral Agent, as applicable, in appropriate form for filing, registration or recording under the UCC, the PPSA, the United States Patent and Trademark Office, the United States Copyright Office, the Canadian Intellectual Property Office or otherwise.

(d) The Administrative Agents shall have received a completed Perfection Certificate, dated the Closing Date and signed by an Authorized Officer of each Borrower and each Guarantor, together with all attachments contemplated thereby.

80

Notwithstanding anything to the contrary herein, with respect to any Collateral (other than Collateral consisting of the Capital Stock of the Company and the Capital Stock of any US or Canadian Subsidiary of the Company required to be pledged pursuant to Section 6.2(a)), the security interest in which cannot be perfected by the filing of a UCC or PPSA financing statement, if the perfection of the US Collateral Agent’s or Canadian Collateral Agent’s security interest in such Collateral cannot be accomplished on or prior to the Closing Date without undue burden or expense or without the taking of any action that goes beyond commercial reasonableness, then the delivery of documents and instruments for the perfection of such security interest shall not constitute a condition precedent to the initial Credit Event to occur on the Closing Date. To the extent that any such security interest is not so perfected on or prior to the Closing Date, then Holdings and the Borrowers agree to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to perfect such security interests, on or prior to the date that is 90 days after the Closing Date or such longer period of time as may be agreed to by the US Collateral Agent in its sole discretion.

6.3 Legal Opinions. The Administrative Agents shall have received the following executed legal opinions of:

(a) Simpson Thacher & Bartlett LLP, New York counsel to Holdings, the Company and its Subsidiaries, substantially in the form of Exhibit G-1;

(b) Osler, Hoskin & Harcourt LLP, Canadian counsel to Holdings, the Company and its Subsidiaries, substantially in the form of Exhibit G-2; and

(c) the opinions of local Canadian counsel to Holdings, the Company and its subsidiaries each in a form reasonably acceptable to the Canadian Administrative Agent.

6.4 Structure and Terms of the Transactions.

(a) The First Merger shall have been consummated, or substantially simultaneously with the initial Credit Event, shall be consummated, in accordance with the terms of the Purchase Agreement, after giving effect to any modifications, amendments, consents or waivers by you thereto, other than those that are materially adverse to the interests of the Lenders (it being understood that any modification, amendment, consent or waiver to the definition of Company Material Adverse Effect or any material reduction in the Per Share Merger Consideration (as defined in the Purchase Agreement) shall be deemed to be materially adverse to the interests of the Lenders) unless consented to in writing by the Joint Lead Arrangers. The Administrative Agents shall have received certified copies of the Purchase Agreement and all material certificates and other material documents delivered thereunder.

(b) The Equity Contribution shall have been made, or substantially simultaneously with the initial Credit Event hereunder shall be made, in at least the amount set forth in the fourth recital to this Agreement.

(c) The Borrower shall have received, or substantially simultaneously with the initial Credit Event shall receive, $730,000,000 in gross cash proceeds from the issuance of the Senior Secured Notes, which Senior Secured Notes shall have a maturity date that is not earlier than the seventh anniversary of the Closing Date.

(d) The Administrative Agents shall have received (i) either (A) evidence reasonably satisfactory to the Administrative Agents that all outstanding third party Indebtedness will be refinanced other than as listed on Schedule 6.4(d) or (B) a fully executed pay-off letter, confirming the repayment in full of, and the termination of any commitments to make extensions of credit under, all of the outstanding third party Indebtedness other than as listed on Schedule 6.4(d) and (ii) such UCC or PPSA (or equivalent) termination statements, financing charge statements, evidencing releases, mortgage releases, releases of assignments of leases and rents, releases of security interests in intellectual property and other instruments from any Person holding any Lien securing any such Indebtedness, in each case in proper form for recording or filing, as the Administrative Agents shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness (collectively, the “Refinancing”).

(e) Substantially simultaneously with the initial borrowing under the Credit Facilities, the Refinancing shall be consummated. After giving effect to the Transactions, the Company and its Subsidiaries shall have outstanding no third party Indebtedness, other than (i) Indebtedness outstanding under this Agreement and the Senior Secured Notes, (ii) the Existing Notes (provided that, with respect to any Existing Notes that have not been repaid as of the Closing Date, irrevocable notices of redemption shall have been delivered with respect thereto providing for a redemption date 30 days after the Closing Date and the relevant debt instruments with respect thereto shall have been discharged in accordance with their terms on the Closing Date and (iii) the Closing Date Indebtedness.

81

6.5 Closing Certificates. The Administrative Agents shall have received a certificate of each Person that is a Credit Party as of the Closing Date, dated the Closing Date, substantially in the form of Exhibit H, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of such Credit Party, and attaching the documents referred to in Sections 6.6 and 6.7.

6.6 Corporate Proceedings. The Administrative Agents shall have received a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agents, of the Board of Directors or other governing body, as applicable, of each Person that is a Credit Party as of the Closing Date (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of the Credit Documents (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrowers, the extensions of credit contemplated hereunder and under the Credit Documents.

6.7 Corporate Documents. The Administrative Agents shall have received true and complete copies of the Organizational Documents of each Person that is a Credit Party as of the Closing Date.

6.8 Fees and Expenses. The fees in the amounts previously agreed in writing by the Agents and the Joint Bookrunners to be received on the Closing Date and all reasonable out-of-pocket expenses (including the reasonable fees, disbursements and other charges of counsel) for which invoices have been presented at least three Business Days prior to the Closing Date shall have been paid in full (which amounts may be offset against the proceeds of the Loans).

6.9 Solvency Certificate. The Administrative Agents shall have received a certificate from the chief financial officer of the Company in the form of Exhibit N.

6.10 Financial Statements.

(a) The Administrative Agents shall have received the Historical Financial Statements.

(b) The Administrative Agents shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Company as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).

6.11 Insurance Certificates. The Administrative Agents shall have received copies of insurance certificates evidencing the insurance required to be maintained by the Company and the Restricted Subsidiaries pursuant to Section 9.3, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s additional loss payee or additional mortgagee endorsement (as applicable) and shall name the US Collateral Agent or the Canadian Collateral Agent, as applicable, and the Secured Parties, as additional insureds, in form and substance reasonably satisfactory to the Administrative Agent (provided that if such endorsement or amendment cannot be delivered by the Closing Date, the US Administrative Agent may consent to such endorsement or amendment being delivered at such later date as it reasonably deems appropriate in the circumstances).

6.12 Company Material Adverse Effect. Except as set forth on the Disclosure Schedule (as defined in the Purchase Agreement) (it being understood and agreed that each item in a particular section of the Disclosure Schedule applies to the corresponding section of the Purchase Agreement and any other section of the Purchase Agreement as to which its relevance is reasonably apparent on its face), since July 3, 2010 through the date of the Purchase Agreement, there have not been any events, changes, occurrences, effects or circumstances that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. Since the date of the Purchase Agreement, there have not been any events, changes, occurrences, effects or circumstances that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.

6.13 Representations and Warranties. The representations and warranties in the Purchase Agreement relating to the Target, its Subsidiaries and their respective businesses that are material to the interests of the Lenders shall be true and correct on and as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) unless, as a result of any failure to be so true and correct, the Parent or Merger Sub does not have the right to terminate its obligations under the Purchase Agreement as a result of a breach of such representations.

82

6.14 Borrowing Base Certificate. The Company shall have provided a completed Borrowing Base Certificate certified on behalf of the Borrowers by an Authorized Officer of the Company as complete and correct in all material respects setting forth the US Borrowing Base and Canadian Borrowing Base as at the end of the most recent calendar month ended at least 20 Business Days (or such shorter period as may be elected by the Company) prior to the Closing Date, and giving effect to the Inventory Appraisal and, to the extent included in the Canadian Borrowing Base, appraisals of Equipment and Real Property then available.

6.15 PATRIOT ACT. The Administrative Agents shall have received all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing at least 10 days prior to the Closing Date by the US Administrative Agent or the Joint Lead Arrangers that either reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT ACT.

SECTION 7. Conditions Precedent to All Credit Events

7.1 No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Loans made pursuant to Section 3.3 or 3.4(a)) and the obligation of the Letter of Credit Issuers to issue, amend, extend, or renew Letters of Credit on any date is subject to the satisfaction of the condition precedent that at the time of each such Credit Event and also after giving effect thereto (a) except in the case of the Credit Events to occur on the Closing Date, no Default or Event of Default shall have occurred and be continuing and (b) all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided that, in the case of the initial Credit Event to occur on the Closing Date, such representations and warranties shall be limited to the Specified Representations. For purposes of this Section 7.1, the Specified Representations shall mean the representations and warranties set forth in Sections 8.1(a) (as it relates to Holdings), 8.2 (other than the last sentence thereof), 8.3 (but only with respect to clauses (i) and (iii) thereof), 8.5, 8.7, 8.16, 8.18 and 8.19 and, subject to the last paragraph of Section 6.2, Section 3.3 of the Security Agreement and Section 5(f) of the Pledge Agreement. The acceptance of the benefits of each such Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that the conditions contained in this Section 7.1 have been met as of such date.

7.2 Notice of Borrowing; Letter of Credit Request.

(a) Prior to the making of each Revolving Credit Loan (other than any Revolving Credit Loan made pursuant to Section 3.4(a)) and each Swingline Loan, the US Administrative Agent or the Canadian Administrative Agent, as applicable, shall have received a Notice of Borrowing meeting the requirements of Section 2.3.

(b) Prior to the issuance of each Letter of Credit, the US Administrative Agent or the Canadian Administrative Agent, as applicable and the Letter of Credit Issuer shall have received a Letter of Credit Request meeting the requirements of Section 3.2(a).

7.3 Fixed Charge Coverage Ratio. If, after the Closing Date and during the five consecutive Business Day period when Excess Availability is less than the FCCR Threshold, but the financial maintenance covenant set forth in Section 10.11 is not yet applicable, the Fixed Charge Coverage Ratio as of the end of the most recently ended Test Period prior to the date of such Credit Event, calculated on a Pro Forma Basis to give effect to such Credit Event as if such Credit Event had been consummated on the first day of such period, shall be equal to or greater than 1.00 to 1.00.

SECTION 8. Representations, Warranties and Agreements

In order to induce the Lenders and the Letter of Credit Issuers to enter into this Agreement, make the Loans and issue, renew, amend, extend or participate in Letters of Credit as provided for herein, each of Holdings and the Borrowers make the following representations and warranties to, and agreements with, the Lenders and the Letter of Credit Issuers, all of which shall survive the execution and delivery of this Agreement, the making of the Loans and the issuance, renewal, amendment or extension of the Letters of Credit:

8.1 Corporate Status. Holdings, the Company and each Restricted Subsidiary (a) is a duly organized and validly existing corporation or other entity in good standing under the laws of the jurisdiction of its organization and has the corporate or other organizational power and authority to own its property and assets and to transact the business in which it is engaged and (b) has duly qualified and is authorized to do business and is in good standing in all jurisdictions where it is required to be so qualified, except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.

83

8.2 Corporate Power and Authority; Enforceability. Each Credit Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Credit Documents to which it is a party. Each Credit Party has duly executed and delivered each Credit Document to which it is a party and each such Credit Document constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). Holdings, the Company and each of the Restricted Subsidiaries (a) is in compliance with all Applicable Laws and (b) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted except, in each case to the extent that failure to be in compliance therewith or to have all such licenses, authorizations, consents and approvals could not reasonably be expected to have a Material Adverse Effect.

8.3 No Violation. None of (a) the execution, delivery and performance by any Credit Party of the Credit Documents to which it is a party and compliance with the terms and provisions thereof or (b) the consummation of the other transactions contemplated hereby or thereby on the relevant dates therefor will (i) contravene any applicable provision of any material Applicable Law of any Governmental Authority, (ii) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any of Holdings, the Company or any of the Restricted Subsidiaries (other than Liens created under the Credit Documents) and the Senior Secured Notes Documents pursuant to, the terms of any indenture, loan agreement, lease agreement, mortgage or deed of trust or any other Contractual Obligation to which Holdings, the Company or any of their Restricted Subsidiaries is a party or by which they or any of their property or assets is bound, except to the extent that any such conflict, breach, contravention, default, creation or imposition could not reasonably be expected to result in a Material Adverse Effect or (iii) violate any provision of the Organizational Documents of Holdings, the Company or any of their Restricted Subsidiaries.

8.4 Litigation. There are no actions, suits, investigations or proceedings (including Environmental Claims) pending or, to the knowledge of Holdings or the Company, threatened with respect to Holdings, the Borrowers or any of the Restricted Subsidiaries that (a) involve any of the Credit Documents or (b) could reasonably be expected to result in a Material Adverse Effect.

8.5 Margin Regulations. Neither the making of any Loan hereunder nor the use of the proceeds thereof will violate the provisions of Regulation T, Regulation U or Regulation X of the Board.

8.6 Governmental Approvals. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority is required to authorize or is required in connection with (a) the execution, delivery and performance of any Credit Document or (b) the legality, validity, binding effect or enforceability of any Credit Document, except, in the case of either clause (a) or (b), (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of Liens created pursuant to the Security Documents.

8.7 Investment Company Act. None of the Credit Parties is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

8.8 True and Complete Disclosure.

(a) None of the written information or written data (taken as a whole) heretofore or contemporaneously furnished by Holdings, the Company, any of their respective Subsidiaries or any of their respective authorized representatives to any Agent or any Lender on or before the Closing Date (including (i) the Confidential Information Memorandum (including all information incorporated by reference therein) and (ii) all information contained in the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished prior to such time) in light of the circumstances under which such information or data was furnished; it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections (including financial estimates, forecasts and other forward-looking information), pro forma financial information or information of a general economic or general industry nature.

84

(b) The projections and pro forma financial information contained in the information and data referred to in Section 8.8(a) were prepared in good faith based upon assumptions believed by Holdings and the Company to be reasonable at the time made; it being recognized by the Agents and the Lenders that such projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Holdings, the Company and the Restricted Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material.

8.9 Financial Statements. The Historical Financial Statements present fairly in all material respects the financial position and results of operations of the Company and its consolidated Subsidiaries at the respective dates of such information and for the respective periods covered thereby and have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes thereto and subject, in the case of the unaudited financial information, to changes resulting from audit and normal year end audit adjustments and to the absence of footnotes.

8.10 Tax Returns and Payments, etc. Holdings, the Company and each of the Restricted Subsidiaries have filed all federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by them and have paid all material taxes and assessments payable by them that have become due (whether or not shown on a tax return), other than those not yet delinquent or being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established on the applicable financial statements in accordance with GAAP. Each of Holdings, the Company and each of the Restricted Subsidiaries have paid, or have provided adequate accruals or reserves in accordance with GAAP for the payment of, all material taxes applicable for all prior fiscal years and for the current fiscal year to the Closing Date. As of the Closing Date, none of the Company, Holdings or any of the Restricted Subsidiaries has engaged in any “listed transactions” within the meaning of the Code.

8.11 Compliance with ERISA and Canadian Pension Laws. (a) Each Pension Plan is in compliance with ERISA, the Code and any Applicable Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Pension Plan or Multiemployer Plan; no Pension Plan or Multiemployer Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to any of Holdings, the Company, any of the Restricted Subsidiaries or any ERISA Affiliate; neither Holdings, the Company, any of the Restricted Subsidiaries nor any ERISA Affiliate has failed to satisfy the minimum funding standard under Section 412 of the Code and Section 302 of ERISA, or has otherwise failed to make a required contribution to a Pension Plan or Multiemployer Plan, whether or not waived, with respect to any Pension Plan or Multiemployer Plan (or is reasonably likely to fail to satisfy such minimum funding standard or make such required contribution); none of Holdings, the Company, any of the Restricted Subsidiaries or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Pension Plan or Multiemployer Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Pension Plan or to appoint a trustee to administer any Pension Plan, and no written notice of any such proceedings has been given to any of Holdings, the Company, any of the Restricted Subsidiaries or any ERISA Affiliate; and the conditions for imposition of a Lien that could be imposed under the Code or ERISA on the assets of any of Holdings, the Company, any of the Restricted Subsidiaries or any ERISA Affiliate do not exist (or are not reasonably likely to exist) nor has Holdings, the Company, any of the Restricted Subsidiaries or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of any of Holdings, the Company, any of the Restricted Subsidiaries or any ERISA Affiliate on account of any Pension Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Pension Plan has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Multiemployer Plans, the representations and warranties in this Section 8.11(a), other than any made with respect to (x) liability under Section 4201 or 4204 of ERISA or (y) liability for termination or reorganization of such Multiemployer Plans under ERISA, are made to the best knowledge of the Company.

(b) With respect to any Canadian Pension Plan, to the best of the knowledge of Holdings or the Borrowers, except as would not, individually and in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) the Canadian Pension Plans are duly registered under all applicable Canadian and provincial pension benefits legislation, (ii) all obligations of any Borrower or Guarantor required to be performed in connection with the Canadian Pension Plans or the funding agreements therefor have been performed in a timely fashion and there are no outstanding disputes concerning the assets held pursuant to any such funding agreement, (iii) all contributions or premiums required to be made by any Borrower or Guarantor to the Canadian Pension Plans have been made in a timely fashion in accordance with the terms of the Canadian Pension Plans and applicable laws and regulations, (iv) all employee contributions to the Canadian Pension Plans required to be made by way of authorized payroll deduction have been properly withheld by each Borrower or Guarantor and fully paid into the Canadian Pension Plans in a timely fashion, (v) all reports and disclosures relating to the Canadian Pension Plans required by any Applicable Laws have been filed or distributed in a timely fashion, (vi) no amount is due and owing by any of the Canadian Pension Plans under the Income Tax Act (Canada) or any provincial taxation statute, (vii) the Canadian Pension Plans are fully funded in accordance with Applicable Law both on an ongoing basis and on a solvency basis (using actuarial assumptions and methods which are consistent with the valuations last filed with the applicable governmental authorities and which are consistent with generally accepted actuarial principles), and (viii) none of the Canadian Pension Plans is the subject of an investigation, proceeding, action or claim and there exists no state of fact which after notice or lapse of time or both would reasonably be expected to give rise to any such proceedings.

85

8.12 Subsidiaries. On the Closing Date (after giving effect to the Transactions), Holdings does not have any Subsidiaries other than the Subsidiaries listed on Schedule 8.12. Schedule 8.12 sets forth, as of the Closing Date, the name and the jurisdiction of organization of each Subsidiary and, as to each Subsidiary, the percentage of each class of Capital Stock owned by any Credit Party and the designation of such Subsidiary as a Guarantor, a Restricted Subsidiary, an Unrestricted Subsidiary, a Specified Subsidiary or an Immaterial Subsidiary. The Company does not own or hold, directly or indirectly, any Capital Stock of any Person other than such Subsidiaries and Investments permitted by Section 10.5.

8.13 Intellectual Property. Each of Holdings, the Company and each of the Restricted Subsidiaries have title to, or a valid license or otherwise have a right to use, all patents, trademarks, servicemarks, trade names, copyrights and all applications therefor and licenses thereof, and all other intellectual property rights, free and clear of all Liens (other than Liens permitted by Section 10.2), that are necessary for the operation of their respective businesses as currently conducted, except where the failure to have any such title, license or rights could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, to the Company’s knowledge, no patent, patent application, trademark, trademark application, copyright, copyright application, Internet domain name, other intellectual property (excluding any copyright license, patent license, or trademark license), now employed by any of the Credit Parties materially infringes upon, misappropriates, or otherwise violates any rights owned by any other Person with regard to any Intellectual Property, and no material claim or litigation regarding the foregoing is pending or, to the Company’s knowledge, threatened against it.

8.14 Environmental Laws.

(a) Except as could not reasonably be expected to have a Material Adverse Effect, (i) Holdings, the Company and each of the Restricted Subsidiaries, and each of their respective operations and properties are and have been in compliance with all Environmental Laws (including having obtained and complied with all permits required under Environmental Laws for their current operations); (ii) there are no facts, circumstances or conditions arising out of or relating to the operations of Holdings, the Company or any of the Restricted Subsidiaries or to the knowledge of Holdings, the Company and each of the Restricted Subsidiaries, operations of any of their respective predecessors in interest or any currently or formerly owned, operated or leased Real Property that would reasonably be expected to result in Holdings, the Company or any of the Restricted Subsidiaries incurring liability under any Environmental Law; and (iii) none of Holdings, the Company or any of the Restricted Subsidiaries has become subject to any pending or, to the knowledge of Holdings or the Company, threatened Environmental Claim or, to the knowledge of the Company, any other liability under any Environmental Law.

(b) None of Holdings, the Company or any of the Restricted Subsidiaries has treated, stored, transported or Released or arranged for disposal or treatment or the transport for disposal or treatment of Hazardous Materials at or from any currently or formerly owned, operated or leased Real Property in a manner that could reasonably be expected to have a Material Adverse Effect.

8.15 Properties, Assets and Rights.

(a) Each of Holdings, the Company and each of the Restricted Subsidiaries have good and marketable title to, valid leasehold interest in, or easements, licenses or other limited property interests in, all properties (other than intellectual property) that are necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, except where the failure to have such good title could not reasonably be expected to have a Material Adverse Effect. None of such properties and assets is subject to any Lien, except for Liens permitted under Section 10.2.

(b) Set forth on Schedule 8.15 hereto is a complete and accurate list of all Real Property owned in fee by the Credit Parties on the Closing Date after giving effect to the Transactions, showing as of the Closing Date the street address, county or other relevant jurisdiction, state and record owner thereof.

(c) All permits required to have been issued or appropriate to enable all Real Property of the Credit Parties to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, other than those permits the failure of which to be issued or to so enable lawful occupation and use could not reasonably be expected to have a Material Adverse Effect.

86

8.16 Solvency. On the Closing Date after giving effect to the Transactions, the Credit Parties and their Subsidiaries, on a consolidated basis, are Solvent.

8.17 Material Adverse Change. Since the Closing Date, there have been no events or developments that have had or could reasonably be expected to have a Material Adverse Effect.

8.18 Anti-Terrorism Laws. No Credit Party is in material violation of (a) the Trading with the Enemy Act, and each of the material foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B Chapter V, as amended) and any other material enabling legislation or executive order relating thereto, (b) the PATRIOT ACT or (c) other material Applicable Laws relating to “know your customer” and anti-money laundering rules and regulations. No part of the proceeds of any Loan will be used directly or indirectly for any payments to any government 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.

8.19 Senior Debt. On the Closing Date, the Obligations constitute “Senior Debt” and “Designated Senior Debt” (or any other terms of similar meaning and import) under any documentation governing Subordinated Indebtedness of the Company and its Restricted Subsidiaries (to the extent the concept of Designated Senior Debt (or similar concept) exists therein).

8.20 Use of Proceeds. The Borrowers will use the proceeds of (a) the Revolving Credit Loans in an amount not to exceed $73,000,000 made on the Closing Date to pay a portion of the Merger Funds and (b) the Revolving Credit Loans, Letters of Credit and Swingline Loans on and after the Closing Date to provide working capital and for other general corporate purposes of the Company and its Restricted Subsidiaries.

SECTION 9. Affirmative Covenants

Each of the Borrowers hereby covenants and agrees that on the Closing Date and thereafter, until the Total Revolving Credit Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.7 following the termination of the Commitments) and the Loans and Unpaid Drawings, together with interest, Fees and all other Obligations incurred under the Credit Documents (other than Cash Management Obligations under Secured Cash Management Agreements, Hedging Obligations under Secured Hedge Agreements and contingent indemnification obligations), are paid in full:

9.1 Information Covenants. The Borrower will furnish to the US Administrative Agent for prompt further distribution to each Lender:

(a) Annual Financial Statements. As soon as available and in any event on or before the date that is 90 days after the end of each such fiscal year (or in the case of financial statements for the fiscal year ended January 2, 2011, on or before the date that is 120 days after the end of such fiscal year), the consolidated balance sheet of the Company and its consolidated Subsidiaries and, if different, the Company and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statement of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year (or, in lieu of such audited financial statements of the Company and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Company and the Restricted Subsidiaries, on the one hand, and the Company and its consolidated Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP and, except with respect to such reconciliation, certified by independent registered public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Company and its consolidated Subsidiaries as a going concern, together in any event with a certificate of such accounting firm stating that in the course of its regular audit of the business of the Company and its consolidated Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.11 (if such covenant is required to be computed at such time) that has occurred and is continuing or, if in the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereof. Notwithstanding the foregoing, the obligations in this Section 9.1(a) may be satisfied with respect to financial information of the Company and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or (B) the Company’s or Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K, filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Company and its consolidated Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under the first sentence of this Section 9.1(a), such materials are accompanied by an opinion of an independent registered public accounting firm of recognized national standing, which opinion shall not be qualified as to the scope of audit or as to the status of Holdings (or such parent) and its consolidated Subsidiaries as a going concern.

87

(b) Quarterly Financial Statements. As soon as available and in any event on or before the date that is 45 days after the end of each of the first three quarterly accounting periods in each fiscal year of the Company (or, in the case of financial statements for the fiscal quarters ended October 2, 2010 and April 2, 2011, on or before the date that is 60 days after the end of such fiscal quarter), the consolidated balance sheet of the Company and its consolidated Subsidiaries and, if different, the Company and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or in lieu of such audited financial statements of the Company and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Company and the Restricted Subsidiaries, on the one hand, and the Company and its consolidated Subsidiaries on the other hand), all in reasonable detail and all of which shall be certified by an Authorized Officer of the Company as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments and to the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Company and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or (B) the Company’s or Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-Q, filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Company and its consolidated Subsidiaries on a standalone basis, on the other hand.

(c) Monthly Financial Statements. As soon as available and in any event on or before the date that is 30 days after the end of each of the first two months of each fiscal quarter, beginning with the month ending November 6, 2010, the consolidated balance sheet of the Company and its consolidated Subsidiaries and, if different, the Company and the Restricted Subsidiaries, in each case as at the end of such monthly period and the related consolidated statement of operations for such monthly accounting period and for the elapsed portion of the fiscal year ended with the last day of such monthly period, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of such monthly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or in lieu of such audited financial statements of the Company and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Company and the Restricted Subsidiaries, on the one hand and the Company and its consolidated Subsidiaries on the other hand), all in reasonable detail and all of which shall be certified by an Authorized Officer of the Company as fairly presenting in all material respects the financial condition, results of operations and shareholders’ equity of the Company and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments and to the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(c) may be satisfied with respect to financial information of the Company and its consolidated Subsidiaries by furnishing the applicable financial statements of Holdings (or any direct or indirect parent of Holdings); provided that, to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Company and its consolidated Subsidiaries on a standalone basis, on the other hand.

(d) Budget. Within 90 days after the commencement of each fiscal year of the Company (and for the first time with respect to the fiscal year of the Company starting on January 2, 2011), a detailed budget, broken down by fiscal month, of the Company and its Restricted Subsidiaries in reasonable detail for that fiscal year as customarily prepared by management of the Company for its internal use consistent in scope with the financial statements provided pursuant to Section 9.1(a) (but including, in any event, a projected consolidated balance sheet of the Company and its Restricted Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow and projected income and showing estimated Excess Availability broken down by fiscal month) and setting forth the principal assumptions upon which such budget is based.

88

(e) Officer’s Certificates. At the time of the delivery of the financial statements provided for in Sections 9.1(a) and 9.1(b), a certificate of an Authorized Officer of the Company to the effect that no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof, which certificate shall set forth (i) if applicable, the calculations required to establish whether the Company and its Restricted Subsidiaries were in compliance with the provisions of Section 10.11 as at the end of such fiscal year or period, as the case may be, (ii) a specification of any change in the identity of the Restricted Subsidiaries, the Unrestricted Subsidiaries, the Specified Subsidiaries, the Immaterial Subsidiaries and the Foreign Subsidiaries as at the end of such fiscal year or period, as the case may be, from the Restricted Subsidiaries, the Unrestricted Subsidiaries, the Specified Subsidiaries, the Immaterial Subsidiaries and the Foreign Subsidiaries, respectively, provided to the Lenders on the Closing Date or the most recent fiscal year or period, as the case may be, (iii) the calculations and basis, in reasonable detail, of any “run rate” cost savings added back to Consolidated EBITDA pursuant to the provisions of clause (a)(xi) of the definition thereof and (iv) the amount of any Pro Forma Adjustment not previously set forth in a Pro Forma Adjustment Certificate or any change in the amount of a Pro Forma Adjustment set forth in any Pro Forma Adjustment Certificate previously provided and, in either case in reasonable detail, the calculations and basis therefor. At the time of the delivery of the financial statements provided for in Section 9.1(a), a certificate of an Authorized Officer of the Company setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this Section 9.1(e), as the case may be.

(f) Management Discussion. Concurrently with the delivery of each set of consolidated financial statements referred to in Sections 9.1(a) and 9.1(b), management’s discussion and analysis of financial condition and results of operations of the Company and its consolidated Subsidiaries.

(g) Notice of Certain Events. Promptly after an Authorized Officer of Holdings, the Company or any of its Restricted Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event that constitutes a Default or an Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action Holdings or the Company proposes to take with respect thereto and (ii) any litigation or governmental proceeding pending against Holdings, the Company or any of its Restricted Subsidiaries that could reasonably be expected to result in a Material Adverse Effect.

(h) Environmental Matters. Promptly after obtaining knowledge of any one or more of the following environmental matters, unless such environmental matters would not, individually or when aggregated with all other such matters, be reasonably expected to result in a Material Adverse Effect:

(i) any pending or threatened Environmental Claim against Holdings, the Company or any of the Restricted Subsidiaries or any Real Property;

(ii) any condition or occurrence on, under or emanating from any Real Property that (x) results in noncompliance by Holdings, the Company or any of the Restricted Subsidiaries with any applicable Environmental Law or (y) could reasonably be anticipated to form the basis of an Environmental Claim against Holdings, the Company or any of the Restricted Subsidiaries or any Real Property;

(iii) any condition or occurrence on, under or emanating from any Real Property that could reasonably be anticipated to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law; and

(iv) the taking of any removal, remedial action or other corrective action in response to the actual or alleged presence, Release or threatened Release of any Hazardous Material on, under or emanating from any Real Property.

All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal, remedial action and the response thereto.

(i) Other Information. Promptly upon filing thereof (or receipt in the case of clause (iv) below), (i) copies of any filings (including on Form 10-K, 10-Q or 8-K) or registration statements with, and reports to, the SEC or any analogous Governmental Authority in any relevant jurisdiction by the Company or any of the Restricted Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the US Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8), (ii) copies of all financial statements, proxy statements, notices and reports that the Company or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of the Company and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the US Administrative Agent for further delivery to the Lenders pursuant to this Agreement), (iii) with reasonable promptness, such other information (financial or otherwise) as the US Administrative Agent, the Canadian Administrative Agent or Co-Collateral Agent on their own behalf or on behalf of any Lender may reasonably request in writing from time to time and (iv) a copy of any “management letter” received by the Company or any of its Restricted Subsidiaries from its certified public accountants and the Company’s or any of its Restricted Subsidiaries’ responses thereto.

89

(j) Pro Forma Adjustment Certificate. Not later than any date on which financial statements are delivered with respect to any period in which a Pro Forma Adjustment is made, a certificate of an Authorized Officer of the Borrower setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor.

Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) or 9.1(f) or 9.1(i) or (ii) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 13.2; or (ii) on which such documents are posted on the Company’s behalf on SyndTrak or another relevant website, if any, to which each Lender and the US Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the US Administrative Agent); provided that: (i) upon written request by the US Administrative Agent, the Company shall deliver paper copies of such documents to the US Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the US Administrative Agent and (ii) the Company shall notify (which may be by facsimile or electronic mail) the US Administrative Agent of the posting of any such documents and provide to the US Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the certificates required by Section 9.1(e) to the US Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the US Administrative Agent and maintaining its copies of such documents.

(k) Borrowing Base Certificates. (i) As soon as available and in any event within 11 Business Days after the end of each fiscal month, a Borrowing Base Certificate, certified on behalf of the Borrowers by a Authorized Officer of the Company as complete and correct in all material respects, setting forth the US Borrowing Base, the Canadian Borrowing Base, US Excess Availability and Canadian Excess Availability as at the last Business Day of the immediately preceding fiscal month, and (ii) in addition, after the occurrence and during the continuance of any Notice Event, on Wednesday of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day), a Borrowing Base Certificate showing the Company’s reasonable estimate (which shall be based on the most current accounts receivable aging reasonably available and shall be calculated in a consistent manner with the most recent Borrowing Base Certificates delivered pursuant to clause (i) above) of the US Borrowing Base and the Canadian Borrowing Base (but not the calculation of US Excess Availability and Canadian Excess Availability) as of the close of business on the last Business Day of the immediately preceding calendar week.

(l) Inventory. At the US Administrative Agent’s or the Canadian Administrative Agent’s, as applicable, or the Co-Collateral Agent’s request, as soon as available and in any event within 15 Business Days after the end of each fiscal month, with respect to the Borrowers, a summary of Inventory by location and type with a supporting perpetual inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by the US Administrative Agent or the Canadian Administrative Agent, as applicable, or the Co-Collateral Agent in such Person’s reasonable discretion.

(m) Aging Balance. At the US Administrative Agent’s or the Canadian Administrative Agent’s, as applicable, or the Co-Collateral Agent’s request, as soon as available and in any event within 15 Business Days after the end of each fiscal month, with respect to the Borrowers, a monthly trial balance and Accounts aging report showing Accounts outstanding aged from invoice date and/or due date accompanied by such supporting detail and documentation as shall be requested by the US Administrative Agent or the Canadian Administrative Agent, as applicable, or the Co-Collateral Agent in such Person’s reasonable discretion.

(n) To the Administrative Agents and the Co-Collateral Agent, at the US Administrative Agent’s or the Canadian Administrative Agent, as applicable, or the Co-Collateral Agent’s request, at the time of delivery of each of the quarterly and/or annual financial statements delivered pursuant to Sections 9.1(a) and 9.1(b):

(i) a reconciliation of the most recent Borrowing Base, general ledger and quarter-end and/or year-end Inventory reports of the Borrowers to the Company’s general ledger;

90

(ii) a reconciliation of the perpetual Inventory by location to the most recent Borrowing Base Certificate to the Company’s general ledger;

(iii) an accounts payable trial balance and a reconciliation of that accounts payable trial balance to the Company’s general ledger; and

(iv) a reconciliation of the outstanding Loans as set forth in the quarterly loan account statement provided by the Administrative Agents to the Company’s general ledger;

provided that, if requested by any Lender, the US Administrative Agent shall make available to such Lender the documents that it has received under this Section 9.1(n);

(o) At the US Administrative Agent’s or Canadian Administrative Agent’s, as applicable, or the Co-Collateral Agent’s request, at the time of delivery of the annual financial statements delivered pursuant to Section 9.1(a), the Company, at its own expense, shall deliver to the US Administrative Agent or the Canadian Administrative Agent, as applicable, and the Co-Collateral Agent the results of those annual physical verifications, if any, that the Borrowers may in their discretion have made, or caused any other Person to have made on their behalf, of all or any portion of their Inventory located at manufacturing sites where a full annual physical inventory verification was performed.

9.2 Books, Records and Inspections.

(a) The Company will, and will cause each of the Restricted Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Company or such Restricted Subsidiary, as the case may be. The Company will, and will cause each of the Restricted Subsidiaries to, permit representatives and independent contractors of the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent and each Lender to visit and inspect any of its properties (to the extent it is within such Person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Company; provided that, excluding any such visits and inspections during the continuation of an Event of Default or Notice Event, only the US Administrative Agent, the Canadian Administrative Agent and the Co-Collateral Agent on behalf of the Lenders may exercise rights of the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent and the Lenders under this Section 9.2(a) and the US Administrative Agent, the Canadian Administrative Agent and the Co-Collateral Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default or Notice Event at the Company’s expense; and provided, further, that, when an Event of Default or Notice Event exists, the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time during normal business hours and upon reasonable advance notice. The US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent and the Lenders shall give the Company the opportunity to participate in any discussions with the Company’s independent public accountants.

(b) Independently of, or in connection with, the visits and inspections provided for in Section 9.2(a), but not more than twice in any calendar year in respect of appraisals and not more than twice in any calendar year in respect of field examinations (in each case, unless an Event of Default or Notice Event has occurred and is continuing, in which case the US Administrative Agent may cause additional appraisals and field examinations to be undertaken on more than two occasions per calendar year), upon the request of the US Administrative Agent and the Co-Collateral Agent after reasonable prior notice, the Company will permit the US Administrative Agent or Canadian Administrative Agent, as applicable, or professionals reasonably acceptable to the Company (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Administrative Agents and the Co-Collateral Agent to conduct appraisals, commercial finance examinations and other evaluations (including updates thereof), including, without limitation, (i) of the Company’s practices in the computation of the Borrowing Base and (ii) inspecting, verifying and auditing the Revolving Priority Collateral. The Company shall pay the fees and expenses of the applicable Administrative Agent, the Co-Collateral Agent or such professionals with respect to such evaluations and appraisals to the extent such evaluations and appraisals were conducted in compliance under the preceding sentence.

9.3 Maintenance of Insurance. The Company will, and will cause each of the Restricted Subsidiaries to, at all times maintain in full force and effect, with insurance companies that the Company believes (in the good faith judgment of the management of the Company) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts and against at least such risks (and with such risk retentions) as are usually insured against in the same general area by companies engaged in businesses similar to those engaged by the Company and the Restricted Subsidiaries; and will furnish to the US Administrative Agent for further delivery to the Lenders, upon written request from the US Administrative Agent, information presented in reasonable detail as to the insurance so carried. With respect to each Mortgaged Property in the United States, obtain and maintain flood insurance as required by Section 9.14(c). The applicable Collateral Agent and Secured Parties shall be additional insured on any liability insurance policy of the Credit Parties and the applicable Collateral Agent shall be the additional loss payee and additional mortgagee under any casualty insurance policy of the Credit Parties.

91

9.4 Payment of Taxes. The Company will pay and discharge, and will cause each of the Restricted Subsidiaries to pay and discharge, all material taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which such payments become due, and all lawful material claims in respect of taxes imposed, assessed or levied that, if unpaid, could reasonably be expected to become a material Lien upon any properties of the Company or any of the Restricted Subsidiaries; provided that none of the Company or any of the Restricted Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim that is being diligently contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP.

9.5 Consolidated Corporate Franchises. The Company will do, and will cause each of the Restricted Subsidiaries to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights, privileges and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Company and the Restricted Subsidiaries may consummate any transaction permitted under any of Sections 10.3, 10.4 or 10.5.

9.6 Compliance with Statutes. The Company will, and will cause each of the Restricted Subsidiaries to, comply with all Applicable Laws (including Environmental Laws and permits required thereunder and the PATRIOT ACT), except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect.

9.7 ERISA. Promptly after the Company or any of the Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence of any of the following events that, individually or in the aggregate (including in the aggregate such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding), would be reasonably likely to have a Material Adverse Effect, Holdings or the Company will deliver to the US Administrative Agent a certificate of an Authorized Officer or any other senior officer of the Company setting forth details as to such occurrence and the action, if any, that the Company, such Restricted Subsidiary or such ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by the Company, such Restricted Subsidiary, such ERISA Affiliate, the PBGC, or a Multiemployer Plan administrator (provided that if such notice is given by the Multiemployer Plan administrator it is given to any of the Company, or any of the Restricted Subsidiaries or any ERISA Affiliate thereof): that a Reportable Event has occurred; that an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code with respect to a Pension Plan; that a Pension Plan having an Unfunded Current Liability has been or is to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA (including the giving of written notice thereof); that a Pension Plan has an Unfunded Current Liability that has or will result in a Lien under ERISA or the Code; that proceedings will be or have been instituted to terminate a Pension Plan having an Unfunded Current Liability (including the giving of written notice thereof); that a proceeding has been instituted against the Company, a Restricted Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified the Company, any Restricted Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that the Company, any Restricted Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code or Section 515 of ERISA with respect to a Pension Plan or the failure to make any required contribution or payment; or that the Company, any Restricted Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of a Pension Plan or Multiemployer Plan, as applicable, pursuant to Sections 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code.

9.8 Good Repair. The Company will, and will cause each of the Restricted Subsidiaries to, ensure that its properties and equipment used or useful in its business in whomsoever’s possession they may be to the extent that it is within the control of such party to cause same, are kept in good repair, working order and condition, normal wear and tear excepted, and that from time to time there are made in such properties and equipment all needful and proper repairs, renewals, replacements, extensions, additions, betterments and improvements thereto, to the extent and in the manner customary for companies in the industry in which the Company and the Restricted Subsidiaries conduct business and consistent with third party leases, except in each case to the extent the failure to do so could not be reasonably expected to have a Material Adverse Effect.

92

9.9 End of Fiscal Years; Fiscal Quarters. The Company will, for financial reporting purposes, cause (a) each of its, and each of the Restricted Subsidiaries’, fiscal years to end on the Saturday closest to December 31 of each year and (b) each of its, and each of the Restricted Subsidiaries’, fiscal quarters to end on dates consistent with such fiscal year-end and the Company’s past practice; provided, however, that the Company may, upon written notice to, and consent by, the US Administrative Agent, change the financial reporting convention specified above to any other financial reporting convention reasonably acceptable to the US Administrative Agent, in which case the Company and the US Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary in order to reflect such change in financial reporting.

9.10 Additional Borrowers, Guarantors and Grantors. Subject to any applicable limitations set forth in the Guarantees, the Security Agreements and the Pledge Agreements, as applicable, the Company will cause (i) any direct or indirect Domestic Subsidiary or Canadian Subsidiary (in each case, other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Closing Date (including pursuant to a Permitted Acquisition) and (ii) any Domestic or Canadian Subsidiary of the Company that ceases to be an Excluded Subsidiary, in each case to execute (A) in the case of any US Subsidiary, (I) a supplement to the US Guarantee, the US Security Agreement, the US Pledge Agreement, substantially in the form of Annex B, Exhibit 1 or Annex A, as applicable, to the respective agreement in order to become a US Guarantor under the US Guarantee, a grantor under the US Security Agreement and a pledgor under the US Pledge Agreement and (II) a joinder to the Intercreditor Agreement and the US Intercompany Note to the respective agreement, (B) in the case of any Canadian Subsidiary, (I) a supplement to the Canadian Guarantee, the Canadian Security Agreement, the Canadian Pledge Agreement — Canadian Credit Parties, substantially in the form of Annex B, Exhibit 1 or Annex A, as applicable, to the respective agreement in order to become a Canadian Guarantor under the Canadian Guarantee, a grantor under the Canadian Security Agreement and a pledgor under the Canadian Pledge Agreement - Canadian Credit Parties and (II) a joinder to the Canadian Intercompany Note, to the respective agreement and (C) the Company may designate any Guarantor if it owns accounts or inventory that would constitute Eligible Accounts and Eligible Inventory as a “Borrower” upon five Business Days prior written notice to the applicable Administrative Agent and a certification to the applicable Administrative Agent that with respect to such new Borrower, the representations and warranties contained in Sections 8.1, 8.2, 8.3 and 8.6 shall be true and correct in all material respects on and as of the date of such certification (except where such representations and warranties relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).

9.11 Pledges of Additional Stock and Evidence of Indebtedness.

(a) Subject to any applicable limitations set forth in the US Pledge Agreements, the US Borrowers will pledge, and, if applicable, will cause each other US Guarantor (or Person required to become a US Guarantor pursuant to Section 9.10) to pledge, to the US Collateral Agent (or their non-fiduciary agent or designee) for the benefit of the Secured Parties, (i) all the Capital Stock (other than any Excluded Capital Stock) of each Subsidiary owned by the US Borrowers or any US Guarantor (or Person required to become a US Guarantor pursuant to Section 9.10), in each case, formed or otherwise purchased or acquired after the Closing Date, pursuant to a supplement to the US Pledge Agreement substantially in the form of Annex A thereto; provided that in no event shall any certificates, instruments or transfer of stock powers be required with respect to the pledge of any Capital Stock of any Foreign Subsidiary, other than a Canadian Subsidiary and (ii) except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $5,000,000 (individually) that is owing to the Company, any US Borrower or any US Guarantor (or Person required to become a US Guarantor pursuant to Section 9.10) (which shall be evidenced by a promissory note), in each case pursuant to a supplement to the US Pledge Agreement substantially in the form of Annex A thereto.

(b) Subject to any applicable limitations set forth in the Canadian Pledge Agreement - Canadian Credit Parties, the Canadian Borrowers will pledge, and, if applicable, will cause each other Canadian Guarantor (or Person required to become a Canadian Guarantor pursuant to Section 9.10) to pledge, to the Canadian Collateral Agent for the benefit of the Secured Parties, (i) all the Capital Stock (other than any Excluded Capital Stock) of each Subsidiary owned by the Canadian Borrowers or any Canadian Guarantor (or Person required to become a Canadian Guarantor pursuant to Section 9.10), in each case, formed or otherwise purchased or acquired after the Closing Date, pursuant to a supplement to the Canadian Pledge Agreement substantially in the form of Annex A thereto; provided that in no event shall any certificates, instruments or transfer of stock powers be required with respect to the pledge of any Capital Stock of any Foreign Subsidiary other than a Canadian Subsidiary and (ii) except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of the Canadian Dollar Equivalent (as determined on the date of acquisition of such Indebtedness) of $5,000,000 (individually) that is owing to any Canadian Borrower or any Canadian Guarantor (or Person required to become a Canadian Guarantor pursuant to Section 9.10) (which shall be evidenced by a promissory note), in each case pursuant to a supplement to the Canadian Pledge Agreement — Canadian Credit Parties substantially in the form of Annex A thereto.

(c) Each of the US Borrowers agree that all Indebtedness of each US Borrower and each of their Restricted Subsidiaries that is owing to the Company, any US Borrower or any US Guarantor or a Person required to become a US Guarantor pursuant to Section 9.10 shall be evidenced by the US Intercompany Note, which promissory note shall be required to be pledged to the US Collateral Agent (or its non-fiduciary agent or designee), for the benefit of the Secured Parties, pursuant to the US Pledge Agreement.

93

(d) Each of the Canadian Borrowers agree that all Indebtedness of each Canadian Borrower and each of their Restricted Subsidiaries that is owing to the Company, any Canadian Borrower or any Canadian Guarantor (or a Person required to become a Canadian Guarantor pursuant to Section 9.10 shall be evidenced by the Canadian Intercompany Note, which promissory note shall be required to be pledged to the Canadian Collateral Agent, for the benefit of the Secured Parties, pursuant to the Canadian Pledge Agreement — Canadian Credit Parties.

Notwithstanding the foregoing clauses (a) and (c), until the Discharge of Notes Obligations, to the extent the foregoing requirements relate to any Notes Priority Collateral, the Borrowers and the Guarantors shall only be required to comply with the foregoing with respect to any Notes Priority Collateral to the extent that such Notes Priority Collateral is concurrently being pledged to secure the Notes Obligations and to the extent that the Notes Collateral Agent shall have consented to, is satisfied with, or has otherwise made a determination with respect to the foregoing, the Administrative Agents, the Collateral Agents, the Lenders and the other Secured Parties shall be deemed to have consented to, be satisfied with or otherwise be deemed to have accepted any determination with any of the foregoing.

9.12 Use of Proceeds. The Borrower will use the proceeds of the Revolving Credit Loans solely as provided in Section 8.20.

9.13 Changes in Business. The Company and its Restricted Subsidiaries, taken as a whole, will not fundamentally and substantively alter the character of their business, taken as a whole, from the business conducted by the Company and its Restricted Subsidiaries, taken as a whole, on the Closing Date and other business activities incidental or related to any of the foregoing.

9.14 Further Assurances.

(a) Subject to the applicable limitations set forth in this Agreement and the Security Documents, the Borrowers will, and will cause each other Credit Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any Applicable Law, or which the US Administrative Agent or the US Collateral Agent, or the Canadian Administrative Agent or the Canadian Collateral Agent, as applicable, or the Required Lenders may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Security Documents, all at the expense of the Company and its Restricted Subsidiaries.

(b) Subject to any applicable limitations set forth in the Security Agreements, any Mortgage and in Section 6.2, if any assets (including any owned Real Property or improvements thereto (but not any leased Real Property or any Real Property owned by a Canadian Subsidiary) or any interest therein) with a Fair Market Value (on the date of acquisition) in excess of $5,000,000 or the CDN Dollar Equivalent (individually) are acquired by the Company or any other Credit Party after the Closing Date (other than assets constituting Excluded Assets (as defined in the Security Agreements) and other assets constituting Collateral under the Security Agreements that become subject to the Lien of the Security Agreements upon acquisition thereof or assets subject to a Lien granted pursuant to Section 10.2(c)), the Company will notify the US Collateral Agent (who shall thereafter notify the Lenders) thereof and will cause such assets to be subjected to a Lien securing the Obligations and will take, and cause the other Credit Parties to take, such actions as shall be necessary or reasonably requested by the US Collateral Agent or the Canadian Collateral Agent, as applicable, to grant and perfect such Liens consistent with the applicable requirements of the Security Documents, including actions described in Section 9.14(c), all at the expense of the Credit Parties; provided that, until the Discharge of Notes Obligations to the extent that the foregoing requirements relate to any Notes Priority Collateral, the Borrowers and the Guarantors shall only be required to comply with the foregoing with respect to any Notes Priority Collateral to the extent that such Notes Priority Collateral is concurrently being pledged to secure the Notes Obligations and to the extent that the Notes Collateral Agent shall have consented to, is satisfied with, or has otherwise made a determination with respect to the foregoing, the Administrative Agents, the Collateral Agents, the Lenders and the other Secured Parties shall be deemed to have consented to, be satisfied with or otherwise be deemed to have accepted any determination with any of the foregoing; provided further that in no event shall any such assets owned by a Canadian Borrower or Canadian Guarantor secure the US Obligations.

94

(c) Any Mortgage delivered to the US Collateral Agent in accordance with Section 9.14(b) shall be accompanied by (A) (i) a policy or policies of title insurance or a marked unconditional binder or commitment thereof issued by a nationally recognized title insurance company insuring the Lien of such Mortgage as a valid Lien (with the priority described therein, provided, however, in the event any Mortgaged Property is located in a jurisdiction imposing mortgage recording fees or like charges, the Lien of the corresponding Mortgage shall not exceed the Fair Market Value of such Mortgaged Property on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 10.2, together with such endorsements and reinsurance as the US Administrative Agent or the US Collateral Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located (other than a creditor’s rights endorsement, and each of the title insurance policies in respect of properties in Canada shall: (1) be issued by a nationally recognized title insurer; (2) contain at the option of the US Collateral Agent, al “ALTA Inclusion” endorsement; and (3) otherwise in form in substance customary for a transaction similar in nature to the subject transaction), and (ii) unless the applicable Collateral Agent shall have otherwise agreed, either (A) a survey for which all necessary fees (where applicable) have been paid (1) prepared by a surveyor reasonably acceptable to the US Collateral Agent, (2) dated or re-certificated not earlier than three months prior to the date of such delivery, (3) certified to the US Administrative Agent, the US Collateral Agent and the title insurance company issuing the title insurance policy for such Mortgaged Property pursuant to clause (i), which certification shall be reasonably acceptable to the US Collateral Agent and (4) complying with the “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys”, jointly established and adopted by ALTA, ACSM and NSPS in 1999 (except for such deviations as are acceptable to the applicable Collateral Agent) or (B) coverage under the title insurance policy or policies referred to in clause (i) above that does not contain a general exception for survey matters and which contains survey-related endorsements reasonably acceptable to the US Collateral Agent, (B) a local opinion of counsel to the Company with respect to the enforceability and perfection of the applicable Mortgages and any related fixture filings (or in the event a Subsidiary of the Company is the mortgagor, to such Subsidiary) in form and substance reasonably satisfactory to the US Collateral Agent, (C) completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and each Credit Party relating thereto); (D) proper fixture filings under the Uniform Commercial Code on Form UCC-1 for filing under the Uniform Commercial Code, desirable to perfect the security interests in fixtures purported to be created by the Mortgages in favor of the US Collateral Agent; provided, however, that to the extent local counsel opines that the Mortgages would constitute a valid and effective fixture filing in the jurisdiction in which any Mortgaged Property is located, in form and substance reasonably satisfactory to the US Collateral Agent, fixture filings shall not be required; (E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the title company to issue the title policies and endorsements contemplated in clause (A) above, (F) evidence reasonably acceptable to the US Collateral Agent of payment by the Company of all Mortgage title policy premiums, search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages, fixture filings and issuance of the title policies above; and (G) such other documents, instruments, certificates and agreements, as the US Collateral Agent shall reasonably require to create, evidence or perfect a valid and perfected first-priority Liens on the Mortgaged Properties, subject to Liens permitted by Section 10.2 of this Agreement and to the extent that the Notes Collateral Agent shall have consent to, is satisfied with, or has otherwise made a determination with respect to the foregoing (other than in the case of clause (C) above), the Administrative Agents, the Collateral Agents, the Lenders and the other Secured Parties shall be deemed to have consented to be satisfied with or otherwise be deemed to have accepted any determination with any of the foregoing.

(d) Notwithstanding anything herein to the contrary, if the US Collateral Agent or the Canadian Collateral Agent, as applicable, and the Company reasonably determine in writing that the cost of creating or perfecting any Lien on any property is excessive in relation to the benefits afforded to the Secured Parties thereby, then such property may be excluded from the Collateral for all purposes of the Credit Documents (it being understood that, until the Discharge of Notes Obligations, with respect to any Notes Priority Collateral, to the extent that the Notes Collateral Agent shall have made any determination with respect to the foregoing, the US Collateral Agent shall be deemed to have made the same determination).

9.15 Designation of Subsidiaries. The board of directors of the Company may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) a Borrower may not be designated as an Unrestricted Subsidiary and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purposes of any Senior Secured Notes Document or any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Company therein at the date of designation in an amount equal to the net book value of the Company’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

9.16 Cash Management. The Borrowers and Subsidiary Guarantors will establish and maintain the cash management systems described below:

(a) Within 90 days after the Closing Date (or such later date as the US Administrative Agent may reasonably agree in writing), each Borrower will, and will cause each of the Subsidiary Guarantors to, establish and maintain, at their sole expense, blocked accounts or lockboxes and related deposit accounts (in each case, “Blocked Accounts”) into which each Borrower and Subsidiary Guarantors shall promptly deposit and direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral (other than Uncontrolled Cash) in the identical form in which such payments are made, whether by cash, check or other manner and shall be identified and segregated from all other funds of the Borrowers and Subsidiary Guarantors. Each Borrower and the Subsidiary Guarantors shall deliver, or cause to be delivered, to the applicable Collateral Agent a Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account for the benefit of each Borrower and any Subsidiary Guarantor is maintained. Except as permitted by Section 9.16(b)(iv), each Borrower and the Subsidiary Guarantors shall not establish any deposit accounts after the Closing Date into which the proceeds of any Revolving Priority Collateral are to be deposited, unless each Borrower or the Subsidiary Guarantor (as applicable) have complied in full with the provisions of this Section 9.16 with respect to such deposit accounts. Notwithstanding the foregoing, all proceeds of the Loans shall be deposited into deposit accounts subject to the control of either the US Collateral Agent or the Canadian Collateral Agent, which shall be established within 90 days after the Closing Date (or such later date as the US Administrative Agent may reasonably agree in writing).

95

(b) At all times after the initial Blocked Accounts are established pursuant Section 9.16(a), the Borrowers and Subsidiary Guarantors shall maintain a cash management system which is acceptable to the US Administrative Agent (the “Cash Management System”). The Cash Management System shall contain, among other things, the following:

(i) With respect to the Blocked Accounts of Borrower and such Subsidiary Guarantor as the US Administrative Agent shall determine in its sole discretion, the applicable bank maintaining such Blocked Accounts shall agree, pursuant to the applicable Control Agreement, to forward on each Business Day all amounts, except any Uncontrolled Cash and nominal amounts which are required to be maintained in such Blocked Accounts under the terms of the Borrowers’ arrangements with the bank at which such Blocked Accounts are maintained, which nominal amounts shall not exceed $20,000 or the CDN Dollar Equivalent thereof as to any individual Blocked Account at any time, in each Blocked Account, with respect to amounts in Blocked Accounts of the US Borrowers, to one Blocked Account designated as the US concentration account in the name of the Company (the “US Concentration Account”) at the bank that shall be designated as the US Concentration Account bank for the Company (the “US Concentration Account Bank”) and, with respect to amounts in Blocked Accounts of the Canadian Borrowers, to one Blocked Account designated as the Canadian concentration account in the name of the Company (the “Canadian Concentration Account”) at the bank that shall be designated as the Canadian Concentration Account bank for the Company (the “Canadian Concentration Account Bank”). The US Concentration Account Bank shall agree, pursuant to the applicable Control Agreement from and after the receipt of a notice (a “US Activation Notice”) from the US Collateral Agent (which US Activation Notice may be given by US Collateral Agent or the US Administrative Agent at any time during the existence of a Cash Dominion Event) and so long as such Cash Dominion Event is continuing, to forward on each Business Day all amounts in the US Concentration Account to the account designated as US collection account (the “US Collection Account”) which shall be under the exclusive dominion and control of the US Collateral Agent and/or the US Administrative Agent; provided that at any time when no Cash Dominion Event is continuing, the balance standing to the credit of the US Concentration Account shall be distributed as directed by the Company in accordance with this Section 9.16. The Canadian Concentration Account Bank shall agree, pursuant to the applicable Control Agreement from and after the receipt of a notice (a “Canadian Activation Notice”) from the Canadian Collateral Agent (which Canadian Activation Notice may be given by Canadian Collateral Agent or the Canadian Administrative Agent at any time during the existence of a Cash Dominion Event) and so long as such Cash Dominion Event is continuing, to forward on each Business Day all amounts in the Canadian Concentration Account to the account designated as Canadian collection account (the “Canadian Collection Account”) which shall be under the exclusive dominion and control of the Canadian Collateral Agent and/or the Canadian Administrative Agent; provided that at any time when no Cash Dominion Event is continuing, the balance standing to the credit of the Canadian Concentration Account shall be distributed as directed by the Company in accordance with this Section 9.16.

(ii) With respect to the Blocked Accounts of such US Borrowers as the US Collateral Agent shall determine in its sole discretion, the applicable bank maintaining such Blocked Accounts shall agree, from and after the receipt of a US Activation Notice from the US Collateral Agent (which US Activation Notice may be given by US Collateral Agent at any time during the existence of a Cash Dominion Event) and so long as such Cash Dominion Event is continuing, to forward all immediately available collected funds in each Blocked Account, as of the close of business on the prior Business Day, to the US Collection Account and to commence the process of daily sweeps for such Blocked Account into the US Collection Account;

(iii) With respect to the Blocked Accounts of such Canadian Borrowers as the Canadian Collateral Agent shall determine in its sole discretion, the applicable bank maintaining such Blocked Accounts shall agree, from and after the receipt of a Canadian Activation Notice from the Canadian Collateral Agent (which Canadian Activation Notice may be given by Canadian Collateral Agent at any time during the existence of a Cash Dominion Event) and so long as such Cash Dominion Event is continuing, to forward all immediately available collected funds in each Blocked Account, as of the close of business on the prior Business Day, to the Canadian Collection Account and to commence the process of daily sweeps for such Blocked Account into the Canadian Collection Account; and

96

(iv) Any provision of this Section 9.16 to the contrary notwithstanding, the Borrowers may maintain (A) accounts, the funds in which are specifically and exclusively used, in the ordinary course of business, for the payment of payroll, salaries and wages, workers’ compensation, benefits and similar expenses or taxes, including for withholding, (B) accounts, all the cash and Permitted Investments contained in which consist of (1) proceeds from the issuance or incurrence of Indebtedness (including the Loans) or the issuance of Capital Stock (and warrants or options or stock appreciation or similar rights issued in respect of such Capital Stock), (2) proceeds from the sale or other Disposition of assets (other than Revolving Priority Collateral) or (3) proceeds of insurance and condemnation awards (and payments in lieu thereof) relating to any assets (other than ABL First Priority Collateral) and (C) an amount not to exceed $250,000 or the CDN Dollar Equivalent thereof for each individual account and $2,000,000 or the CDN Dollar Equivalent in the aggregate that is on deposit in a segregated account or accounts which the Company designates in writing as being the “uncontrolled cash account” (the “Designated Disbursement Account”) that are not part of the Cash Management Systems and, which accounts are not be required to be subject to a Control Agreement or be considered a Blocked Account.

(c) The Borrowers shall, acting as trustee for applicable Collateral Agent, receive, as the property of applicable Collateral Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts, Inventory or other Revolving Priority Collateral which come into their possession or under their control and, following the establishment of the Cash Management Systems pursuant to this Section 9.16, within three (3) Business Days after receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to the applicable Collateral Agent.

9.17 Post-Closing Covenants. The Company shall, and shall cause each Subsidiary to, comply with the terms and conditions set forth on Schedule 9.17.

SECTION 10. Negative Covenants

The Company hereby covenants and agrees that on the Closing Date and thereafter, until the Total Revolving Credit Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.7) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations incurred under the Credit Documents (other than Cash Management Obligations under Secured Cash Management Agreements, Hedging Obligations under Secured Hedging Agreements or contingent indemnification obligations), are paid in full:

10.1 Limitation on Indebtedness. The Company will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except:

(a) Indebtedness arising under the Credit Documents and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness;

(b) Indebtedness of (i) the Borrowers or any Subsidiary Guarantor owing to the Borrowers or any Subsidiary; provided that any such Indebtedness owing by a Borrower or a Subsidiary Guarantor to a Subsidiary that is not a Subsidiary Guarantor shall (x) be evidenced by either the US Intercompany Note or the Canadian Intercompany Note, as applicable, or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit J-1 or Exhibit J-2 or otherwise subject to subordination terms substantially identical to the subordination terms set forth in either the US Intercompany Note or the Canadian Intercompany Note, as applicable, within 60 days of the Closing Date or such later date as the US Administrative Agent shall reasonably agree, in each case, to the extent permitted by Applicable Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Subsidiary Guarantor owing to any other Subsidiary that is not a Subsidiary Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Subsidiary Guarantor owing to the Company or any Subsidiary Guarantor.

(c) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business (including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance);

(d) except as provided in clauses (g) and (j) below, Guarantee Obligations incurred by (i) any Restricted Subsidiary in respect of Indebtedness of the Company or any other Restricted Subsidiary that is permitted to be incurred under this Agreement and (ii) the Company in respect of Indebtedness of any Restricted Subsidiary that is permitted to be incurred under this Agreement;

97

(e) Guarantee Obligations incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors and licensees;

(f) (i) (A) Indebtedness arising under Capitalized Leases, other than Capitalized Leases in effect on the Closing Date (and set forth on Schedule 10.1) and (B) Indebtedness (including Capitalized Lease Obligations) the proceeds of which are used to finance the acquisition, construction, repair, replacement, expansion or improvement of fixed or capital assets or otherwise incurred in respect of Capital Expenditures, industrial revenue bonds or other similar government or municipal bond that (I) is incurred concurrently with or within 270 days after the applicable acquisition, construction, repair, replacement, expansion or improvement and (II) is not incurred or issued to acquire Capital Stock of any Person, and (ii) any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; provided that the aggregate principal amount of Indebtedness outstanding at any time pursuant to permitted under this Section 10.1(f) shall not exceed the greater of (x) $35,000,000 or (y) 2.00% of Consolidated Total Assets after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof at any time;

(g) (i) Closing Date Indebtedness (other than Indebtedness permitted under Sections 10.1(a) or 10.1(i)) and (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness;

(h) Indebtedness in respect of Hedging Agreements incurred in the ordinary course of business and not for speculative purposes;

(i) Indebtedness in respect of the Senior Secured Notes in an aggregate principal amount not to exceed $730,000,000 and (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness;

(j) (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person or any of its Subsidiaries) or Indebtedness attaching to assets that are acquired by the Company or any Restricted Subsidiary, in each case after the Closing Date as the result of a Permitted Acquisition; provided that

(x) such Indebtedness existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof,

(y) such Indebtedness is not guaranteed in any respect by Holdings, the Borrowers or any Restricted Subsidiary (other than any such Person that so becomes a Restricted Subsidiary or is the survivor of a merger with such Person or any of its Subsidiaries), and

(z) (A) the Capital Stock of such Person is pledged to a US Collateral Agent or Canadian Collateral Agent, as applicable (or their non-fiduciary agent or designee) to the extent required under Section 9.11 and (B) such Person executes a supplement to each of the applicable Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercreditor Agreement, if applicable, and the applicable Intercompany Note, in each case to the extent required under Sections 9.10, 9.11 or 9.14(b), as applicable; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the US Administrative Agent); provided, further, that the requirements of this clause (z) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(f); and

(ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness;

(k) (i) Indebtedness of the Company or any Restricted Subsidiary issued or incurred to finance a Permitted Acquisition; provided that

(x) with respect to any secured Indebtedness, to the extent that the Liens securing such Indebtedness are on Collateral (other than assets acquired pursuant to the respective Permitted Acquisition), the holders of such Indebtedness (or a representative or trustee on their behalf) shall have entered into the Intercreditor Agreement or another similar agreement reasonably satisfactory to the US Administrative Agent and the Company providing that the Liens securing such Indebtedness shall rank junior to the liens securing the Obligations or with the same priority as the Notes Obligations with respect to the Collateral,

98

(y) the Fixed Charge Coverage Ratio as of the end of the most recently ended Test Period prior to the issuance or incurrence of such Indebtedness and the consummation of such Permitted Acquisition, calculated on a Pro Forma Basis, after giving effect to such incurrence or issuance and such Permitted Acquisition as if such incurrence or issuance and acquisition had occurred on the first day of such Test Period, shall be equal to or greater than 1.00 to 1.00, and

(z) before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; provided, further, that the aggregate amount of Indebtedness that may be incurred pursuant to this Section 10.1(k) by Restricted Subsidiaries that are not Borrowers or Guarantors shall not exceed $15,000,000 at any time; and

(ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness;

(l) (i) Indebtedness in respect of obligations of the Company or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money and (ii) unsecured Indebtedness in respect of intercompany obligations of the Company or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money;

(m) Indebtedness arising from agreements of the Company or any Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn out or similar obligations, in each case entered into in connection with the Disposition of any business, assets or Capital Stock permitted hereunder, other than Guarantee Obligations incurred by any Person acquiring all or any portion of such business, assets or Capital Stock for the purpose of financing such acquisition; provided that (i) such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (i)) and (ii) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and the Restricted Subsidiaries in connection with such disposition;

(n) Indebtedness arising from agreements of the Company or any Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn out or similar obligations, in each case entered into in connection with Permitted Acquisitions or other Investments permitted under Section 10.5;

(o) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations incurred in the ordinary course of business and not in connection with the borrowing of money;

(p) Indebtedness of the Company or any Restricted Subsidiary consisting of (i) obligations to pay insurance premiums or (ii) take or pay obligations contained in supply agreements, in each case arising in the ordinary course of business and not in connection with the borrowing of money;

(q) (i) unsecured Indebtedness representing deferred compensation to employees, consultants or independent contractors of Holdings (or any direct or indirect parent thereof), the Company and the Restricted Subsidiaries incurred in the ordinary course of business and (ii) Indebtedness consisting of obligations of Holdings (or any direct or indirect parent thereof), the Company or the Restricted Subsidiaries under deferred compensation to their employees, consultants or independent contractors or other similar arrangements incurred by such Persons in connection with the Transactions and Permitted Acquisitions or any other Investments permitted under Section 10.5;

(r) unsecured Indebtedness consisting of promissory notes issued by any Credit Party to current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock (or any options or warrants or stock appreciation or similar rights issued with respect to such Capital Stock) of Holdings (or any direct or indirect parent thereof to the extent such direct or indirect parent uses the proceeds to finance the purchase or redemption (directly or indirectly) of their Capital Stock (or any options or warrants or stock appreciation or similar rights issued with respect to such Capital Stock)), or the Company, in each case to the extent permitted by Section 10.6;

99

(s) Cash Management Services and other Indebtedness in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business;

(t) additional Indebtedness and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; provided that the aggregate principal amount of Indebtedness outstanding at any time pursuant to this Section 10.1(t) shall not exceed the greater of (i) $50,000,000 and (ii) 3.00% of Consolidated Total Assets after giving effect to the incurrence of such Indebtedness and the use of the proceeds thereof;

(u) (i) Indebtedness incurred in connection with any Permitted Sale Leaseback and (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness;

(v) Indebtedness of Restricted Foreign Subsidiaries (that are not Credit Parties and if such Restricted Foreign Subsidiary is not a Subsidiary Guarantor without recourse against the Borrower or Subsidiary Guarantors, in each case except as permitted under Section 10.5) for working capital purposes in an aggregate principal amount outstanding at any time pursuant to this Section 10.1(v) not to exceed the greater of (x) $10,000,000 and 1.00% of Consolidated Total Assets after giving effect to the incurrence of such Indebtedness and the use of the proceeds thereof;

(w) other unsecured Indebtedness of the Company and its Restricted Subsidiaries so long as at the time of any such incurrence and after giving Pro Forma Effect thereto, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) Excess Availability after giving Pro Forma Effect to such incurrence shall not be and, for the 30 consecutive day period immediately prior to the making of such incurrence, shall not have been, less than 20% of the sum of (A) the lesser of (x) the US Total Revolving Credit Commitment at such time and (y) the then applicable US Borrowing Base (as calculated on a Pro Forma Basis after giving effect to such incurrence) and (B) the lesser of (x) the Canadian Total Revolving Credit Commitment at such time and (y) the then applicable Canadian Borrowing Base (as calculated on a Pro Forma Basis after giving effect to such incurrence) and (iii) the Fixed Charge Coverage Ratio as of the end of the most recently ended Test Period prior to the incurrence of such Indebtedness, calculated on a Pro Forma Basis to give effect to such incurrence as if such incurrence had been made as of the first day of such period, shall be equal to or greater than 1.00 to 1.00; and

(x) all customary premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in each of the Sections 10.1(a) through 10.1(w).

10.2 Limitation on Liens. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Company or any Restricted Subsidiary, whether now owned or hereafter acquired, except:

(a) Liens created pursuant to the Credit Documents to secure the Obligations or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage;

(b) Permitted Liens;

(c) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (i) other than with respect to Capitalized Leases, such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction, expansion or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property, except for accessions to such property, other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

(d) Liens on property and assets listed in any title insurance policy obtained in respect of a Mortgage Property or existing on the Closing Date and listed on Schedule 10.2; provided that (i) such Lien does not extend to any other property or asset of the Company or any Restricted Subsidiary other than after acquired property that is (A) affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted by Section 10.1 and (B) proceeds and products thereof and (ii) to the extent applicable, such Lien shall secure only those obligations that it secures on the Closing Date and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness permitted by Section 10.1;

100

(e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c), (d), (f), (g), (h), (q), (v) and (w) of this Section 10.2 upon or in the same assets theretofore subject to such Lien other than after-acquired property that is (i) affixed or incorporated into the property covered by such Lien, (ii) in the case of Liens permitted by clauses (f), (h), (v) and (w) of this Section 10.2, after-acquired property subject to a Lien securing Indebtedness permitted under Section 10.1, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds and products thereof;

(f) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 9.15), or existing on assets acquired, pursuant to a Permitted Acquisition to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that if such Liens attach at all times only to the same assets that such Liens (other than after-acquired property that is (i) affixed or incorporated into the property covered by such Liens, (ii) after-acquired property subject to a Lien securing Indebtedness permitted under Section 10.1(j), the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds and products thereof) attached to, and secure only, the same Indebtedness or obligations (or any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness permitted by Section 10.1) that such Liens secured, immediately prior to such Permitted Acquisition or such other Investment, as applicable;

(g) Liens not otherwise permitted by this Section 10.2 if (i) the Secured Leverage Ratio as of the end of the most recently ended Test Period prior to the incurrence of the obligations secured by such Liens, calculated on a Pro Forma Basis to give effect to such incurrence as if such incurrence had been made as of the first day of such period, shall be equal to or less than 6.50 to 1.00; and (ii) Excess Availability exceeds $20,000,000; provided that if such Liens are on Collateral (other than cash and Permitted Investments), the holders of the obligations secured by such Liens (or a representative or trustee on their behalf) shall have entered into the Intercreditor Agreement or another similar agreement reasonably satisfactory to the US Administrative Agent and the Company providing that the Liens securing such obligations shall rank junior to the Liens securing the Obligations or with the same priority as the Notes Obligations with respect to the Collateral;

(h) Liens on the Collateral securing Indebtedness permitted pursuant to Section 10.1(i) and any related obligations, including those with respect to cash management and hedging arrangements contemplated thereby; provided that such Liens are subject to the terms of the Intercreditor Agreement;

(i) Liens securing Indebtedness or other obligations of the Company or a Subsidiary in favor of the Company or any Subsidiary that is a Guarantor and Liens securing Indebtedness or other obligations of any Subsidiary that is not a Guarantor in favor of any Subsidiary that is not a Guarantor;

(j) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right to set off) and which are within the general parameters customary in the banking industry;

(k) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien;

(l) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

(m) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments permitted under Section 10.5;

(n) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance or incurrence of Indebtedness, (ii) relating to pooled deposit, automatic clearing house or sweep accounts of the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any Restricted Subsidiary in the ordinary course of business;

101

(o) Liens solely on any cash earnest money deposits made by the Company or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(p) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(q) Liens in respect of Permitted Sale Leasebacks;

(r) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business;

(s) agreements to subordinate any interest of the Borrower or any Restricted Subsidiary in any Accounts or other proceeds arising from Inventory consigned by the Borrower or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business;

(t) Liens on Capital Stock in joint ventures securing obligations of such joint venture, or similar Liens resulting from standard joint venture agreements or shareholder agreements and other similar agreements applicable to joint ventures;

(u) Liens on Capital Stock of an Unrestricted Subsidiary that secures Indebtedness or other obligations of such Unrestricted Subsidiary;

(v) Liens with respect to property or assets of any Restricted Foreign Subsidiary that are not Credit Parties securing Indebtedness of such Restricted Foreign Subsidiary permitted under Section 10.1(v); and

(w) Liens not otherwise permitted by this Section 10.2 so long as the aggregate outstanding amount of Indebtedness and other obligations secured thereby at any time does not exceed the greater of (i) $20,000,000 or (ii) 1.25% of Consolidated Total Assets after giving effect to the incurrence of the obligations secured by such Liens and the use of the proceeds thereof.

10.3 Limitation on Fundamental Changes. Except as expressly permitted by Section 10.4 or Section 10.5, the Company will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of all or substantially all its business units, assets or other properties, except that:

(a) any Subsidiary of the Company or any other Person (other than Holdings) may be merged, amalgamated or consolidated with or into the Company; provided that (i) the Company shall be the continuing or surviving corporation or, in the case of a merger, amalgamation or consolidation with or into the Company, the Person formed by or surviving any such merger, amalgamation or consolidation (if other than the Company) shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (the Company or such Person, as the case may be, being herein referred to as the “Successor Borrower”), (ii) the Successor Borrower (if other than the Company) shall expressly assume all the obligations of a Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the US Administrative Agent, (iii) no Default or Event of Default has occurred and is continuing at the date of such merger, amalgamation or consolidation or would result from such consummation of such merger, amalgamation or consolidation and (iv) if such merger, amalgamation or consolidation involves the Company and a Person that, prior to the consummation of such merger, amalgamation or consolidation, is not a Subsidiary of the Company, (A) the Fixed Charge Coverage Ratio as of the end of the most recently ended Test Period prior to such merger, amalgamation or consolidation, calculated on a Pro Forma Basis after giving effect to such merger, amalgamation or consolidation as if such event had occurred as of the first day of such period, shall be equal to or greater than 1.00 to 1.00, (B) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation or unless the Successor Borrower is the Company, shall have by a supplement to the applicable Guarantee confirmed that its Guarantee shall apply to the Successor Borrower’s obligations under this Agreement, (C) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation or unless the Successor Borrower is the Company, shall have by a supplement to the applicable Credit Documents confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this

102

Agreement, (D) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation or unless the Successor Borrower is the Company, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (E) the Company shall have delivered to the US Administrative Agent an officer’s certificate stating that such merger, amalgamation or consolidation and any supplements to the Credit Documents preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the Security Documents, (F) if reasonably requested by the US Administrative Agent, an opinion of counsel shall be required to be provided to the effect that such merger, amalgamation or consolidation does not violate this Agreement or any other Credit Document and (G) such merger, amalgamation or consolidation complies with all the conditions set forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 10.5; provided, further, that if the foregoing are satisfied, the Successor Borrower (if other than the Company) will succeed to, and be substituted for, the Company under this Agreement;

(b) any Subsidiary of the Company or any other Person (other than Holdings) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Company; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving corporation or (B) the Company shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving corporation or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the applicable Guarantee, the applicable Security Agreement, the applicable Pledge Agreement and any applicable Mortgage and a joinder to the applicable Intercompany Note and, if required, the Intercreditor Agreement in form and substance reasonably satisfactory to the US Administrative Agent in order for the surviving Person to become a Guarantor and pledgor, mortgagor and grantor of Collateral for the benefit of the Secured Parties and to acknowledge and agree to the terms of, if required, the Intercreditor Agreement and the applicable Intercompany Note, (iii) no Default or Event of Default has occurred and is continuing on the date of such merger, amalgamation or consolidation or would result from the consummation of such merger, amalgamation or consolidation and (iv) if such merger, amalgamation or consolidation involves a Subsidiary and a Person that, prior to the consummation of such merger, amalgamation or consolidation, is not a Subsidiary of the Borrower, (A) the Fixed Charge Coverage Ratio as of the end of the most recently ended Test Period prior to such merger, amalgamation or consolidation, calculated on a Pro Forma Basis after giving effect to such merger, amalgamation or consolidation as if such event had occurred as of the first day of such period, shall be equal to or greater than 1.00 to 1.00, (B) the Company shall have delivered to the US Administrative Agent an officer’s certificate stating that such merger, amalgamation or consolidation and such supplements to any Credit Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the Security Documents and (C) such merger, amalgamation or consolidation shall comply with all the conditions set forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 10.5;

(c) any Restricted Subsidiary that is not a Subsidiary Guarantor or Borrower may (i) merge, amalgamate or consolidate with or into any other Restricted Subsidiary and (ii) sell, lease, license, transfer or otherwise Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company, a Guarantor or any other Restricted Subsidiary of the Company;

(d) any Subsidiary Guarantor may (i) merge, amalgamate or consolidate with or into any other Subsidiary Guarantor, (ii) merge, amalgamate or consolidate with or into any other Subsidiary which is not a Subsidiary Guarantor; provided that if such Subsidiary Guarantor is not the surviving entity, such merger, amalgamation or consolidation shall be deemed to be an “Investment” and subject to the limitations set forth in Section 10.5 and (iii) sell, lease, license, transfer or otherwise Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Guarantor;

(e) any Restricted Subsidiary may liquidate or dissolve if (x) the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders and (y) to the extent such Restricted Subsidiary is a Subsidiary Guarantor, any assets or business not otherwise Disposed of or transferred in accordance with Sections 10.4 or 10.5, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, another Guarantor after giving effect to such liquidation or dissolution;

(f) the Mergers may be consummated; and

(g) to the extent that no Default or Event of Default would result from the consummation of such disposition, the Company and the Restricted Subsidiaries may consummate a merger, amalgamation, dissolution, liquidation, consolidation or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4.

103

10.4 Limitation on Sale of Assets. The Company will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables and leasehold interests) (each a “Disposition”), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from a Recovery Event), or (ii) sell to any Person (other than the Borrowers or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Capital Stock, except that:

(a) The Company and the Restricted Subsidiaries may sell, transfer or otherwise Dispose of the following in the ordinary course of business: (i) obsolete, worn-out, used or surplus assets to the extent such assets are not necessary for the operation of the Company’s and its Subsidiaries’ business; (ii) inventory and goods held for sale or other immaterial assets (including abandoning any registrations or applications of any intellectual property); and (iii) cash and Permitted Investments;

(b) The Company and the Restricted Subsidiaries may (i) enter into non-exclusive licenses, sublicenses or cross-licenses of intellectual property, (ii) license, sublicense or cross-license intellectual property if done on terms customary for companies in the industry in which the Company and the Restricted Subsidiaries conduct business and in the ordinary course of business or (iii) lease, sublease, license or sublicense any real or personal property, other than any intellectual property, in the ordinary course of business;

(c) The Company and the Restricted Subsidiaries may Dispose for Fair Market Value; provided that (i) with respect to any Disposition pursuant to this Section 10.4(c) for a purchase price in excess of $10,000,000, the Company or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that, for purposes of determining what constitutes cash under this clause (i), (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Company and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of applicable Disposition and (C) any Designated Non-cash Consideration received by the Company or such Restricted Subsidiary in such Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding, not exceeding $10,000,000 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 given effect to subsequent changes in value, (ii) any non-cash proceeds received in the form of Indebtedness or Capital Stock are pledged to the applicable Collateral Agent to the extent required under Section 9.11, (iii) after giving effect to any such Disposition, no Default or Event of Default shall have occurred and be continuing and (iv) if the proceeds of such Disposition received by the Company or any Restricted Subsidiary exceed $10,000,000, the Company shall deliver to the US Administrative Agent an updated Borrowing Base Certificate, giving Pro Forma Effect to such Disposition, and such Borrowing Base Certificate shall show Excess Availability greater than $20,000,000;

(d) The Company and the Restricted Subsidiaries may sell or discount without recourse Accounts arising in the ordinary course of business in connection with the compromise or collection thereof;

(e) The Company and the Restricted Subsidiaries may Dispose to the Company or to a Restricted Subsidiary; provided that if the transferor of such property is a Borrower or a Guarantor (i) the transferee thereof must either be a Borrower or a Guarantor or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 10.5;

(f) The Company and the Restricted Subsidiaries may Dispose of property (including like-kind exchanges) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

(g) The Company and its Restricted Subsidiaries may enter into Sale Leasebacks, so long as (i) after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing, (ii) the Fixed Charge Coverage Ratio as of the end of the most recently ended Test Period prior to Sale Leaseback, calculated on a Pro Forma Basis after giving effect to transaction as if such transaction had occurred as of the first day of such period, shall be equal to or greater than 1.00 to 1.00 and (iii) the aggregate amount of all Permitted Sale Leasebacks consummated under this Section 10.4(g) shall not exceed $150,000,000 for all transactions consummated after the Closing Date;

104

(h) The Company and the Restricted Subsidiaries may Dispose of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(i) The Company and the Restricted Subsidiaries may effect any transaction permitted by Sections 10.3, 10.5 or 10.6;

(j) Dispositions of inventory of the Company and its Restricted Subsidiaries determined by the management of the Company to be no longer useful or necessary in the operation of the business of the Company or any of the Restricted Subsidiaries;

(k) Dispositions listed on Schedule 10.4;

(l) the unwinding of any Hedging Agreement;

(m) Dispositions of any asset between or among the Company and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (l) above; and

(n) subject to the provisions of the definition of “Holdings”, Holdings may take any action which is necessary to achieve a substitution by a New Holdings of a Previous Holdings.

10.5 Limitation on Investments. The Company will not, and will not permit any of the Restricted Subsidiaries to, make any advance, loan, extensions of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets of, or make any other investment in, any Person (all of the foregoing, “Investments”), except:

(a) extensions of trade credit, asset purchases (including purchases of inventory, supplies and materials), the lease of any asset and the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business;

(b) Investments constituting Permitted Investments at the time such Investments are made;

(c) loans and advances to officers, directors, employees and consultants of Holdings (or any direct or indirect parent thereof), the Company or any of its Restricted Subsidiaries (i) to finance the purchase of Capital Stock (or any options or warrants or stock appreciation or similar rights issued with respect to such Capital Stock) of Holdings (or any direct or indirect parent thereof); provided that the amount of such loans and advances used to acquire such Capital Stock (or any options or warrants or stock appreciation or similar rights issued with respect to such Capital Stock) shall be contributed to the Company in cash as common equity, (ii) for reasonable and customary business related travel expenses, entertainment expenses, moving expenses and similar expenses, in each case incurred in the ordinary course of business, and (iii) for additional purposes not contemplated by subclause (i) or (ii) above; provided that the aggregate principal amount at any time outstanding with respect to this Section 10.5(c)(iii) shall not exceed $10,000,000;

(d) Investments (i) existing or contemplated on the Closing Date and listed on Schedule 10.5, (ii) existing on the Closing Date of the Company or any Restricted Subsidiary in the Company or any other Restricted Subsidiary and (iii) any modification, replacement, renewal, extension or reinvestment thereof, so long as the aggregate amount of all Investments pursuant to this Section 10.5(d) is not increased at any time above the amount of such Investments existing on the Closing Date;

(e) Investments in Hedging Agreements permitted by Section 10.1(h);

(f) Investments received in connection with the bankruptcy or reorganization of suppliers or customers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

105

(g) Investments to the extent that the payment for such Investments is made solely with the Capital Stock (or any options or warrants or stock appreciation or similar rights issued with respect to such Capital Stock) of Holdings (or any direct or indirect parent thereof) or the Company;

(h) Investments constituting non-cash proceeds of Dispositions of assets to the extent permitted by Section 10.4;

(i) Investments in any Borrower or any Guarantor and Investments by any Subsidiary that is not a Borrower or a Subsidiary Guarantor in the Company or any other Subsidiary;

(j) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

(k) The Company may make a loan to Holdings (or any direct or indirect parent thereof) that could otherwise be made as a Dividend permitted under Section 10.6;

(l) Investments in the ordinary course of business consisting of Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices;

(m) advances of payroll payments to employees, consultants or independent contractors or other advances of salaries or compensation to employees, consultants or independent contractors, in each case in the ordinary course of business;

(n) Guarantees by the Company or any Restricted Subsidiary of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(o) Investments made to repurchase or retire Capital Stock (or any options or warrants or stock appreciation or similar rights issued with respect to such Capital Stock) of Holdings (or any direct or indirect parent thereof) or the Company owned by any employee stock ownership plan or key employee stock ownership plan of Holdings (or any direct or indirect parent thereof) or the Company;

(p) the Transactions;

(q) Investments constituting Permitted Acquisitions; provided that the aggregate amount of Permitted Acquisition Consideration of such Permitted Acquisition made or provided by the Borrowers or any Subsidiary Guarantor for any Restricted Subsidiary that shall not be or, after giving effect to such Permitted Acquisition, shall not become a Borrower or Subsidiary Guarantor, shall not cause the aggregate amount of all such Investments made pursuant to this Section 10.5(q) to exceed $10,000,000; provided, further, that the foregoing limitation shall not apply to the extent the Payment Conditions with respect to Section 10.5(w) have been satisfied;

(r) any additional Investments (including Investments in Minority Investments, Investments in Unrestricted Subsidiaries, Investments in joint ventures or similar entities that do not constitute Restricted Subsidiaries, Investments constituting Permitted Acquisitions and Investments in Restricted Subsidiaries that are not, and do not become, Borrowers or Guarantors), as valued at the Fair Market Value of such Investment at the time each such Investment is made; provided that the aggregate amount of such Investment (as so valued) shall not cause the aggregate amount of all such Investments made pursuant to this Section 10.5(r) (as so valued) to exceed (A) the greater of (x) $20,000,000 and (y) 1.25% of Consolidated Total Assets after giving effect to such Investment plus (B) an amount equal to any repayments, interest, returns, profits, distributions, income and similar amounts actually received in respect of any such Investment (which amount shall not exceed the amount of such Investment valued at the Fair Market Value of such Investment at the time such Investment was made);

(s) Investments arising as a result of Permitted Sale Leasebacks;

(t) Investments held by any Person acquired after the Closing Date or of any Person merged into the Company or merged, amalgamated or consolidated with a Restricted Subsidiary in accordance with Section 10.3 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

106

(u) Investments in Unrestricted Subsidiaries for the purpose of consummating transactions permitted under Sections 10.4(g);

(v) Investments consisting of Indebtedness, fundamental changes, Dispositions and Dividends permitted under Sections 10.1, 10.3, 10.4 and 10.6; and

(w) other Investments (including Investments in Minority Investments, Investments in Unrestricted Subsidiaries, Investments in joint ventures or similar entities that do not constitute Restricted Subsidiaries, Investments constituting Permitted Acquisitions and Investments in Restricted Subsidiaries that are not, and do not become, Borrowers or Guarantors); provided that at the time such Investment is made and after giving effect thereto, each of the Payment Conditions is satisfied.

10.6 Limitation on Dividends. The Company will not pay any dividends (other than dividends payable solely in the Capital Stock of the Company) or return any capital to its equity holders or make any other distribution, payment or delivery of property or cash to its equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of its Capital Stock or the Capital Stock of any direct or indirect parent now or hereafter outstanding (or any options or warrants or stock appreciation or similar rights issued with respect to any of its Capital Stock), or set aside any funds for any of the foregoing purposes, or permit the Company or any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an Investment permitted by Section 10.5) any shares of any class of the Capital Stock of Holdings (or any direct or indirect parent thereof) or the Capital Stock of the Company, now or hereafter outstanding (or any options or warrants or stock appreciation or similar rights issued with respect to any of the Capital Stock of the Company (or any direct or indirect parent thereof)) (all of the foregoing “Dividends”); provided that:

(a) the Company may (or may pay dividends to permit any direct or indirect parent thereof to) redeem in whole or in part any of its Capital Stock for another class of Capital Stock or rights to acquire its Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Capital Stock; provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of Capital Stock are at least as advantageous to the Lenders as those contained in the Capital Stock redeemed thereby;

(b) so long as no Default or Event of Default has occurred, is continuing or would result therefrom, the Company may redeem, acquire, retire or repurchase shares of its Capital Stock (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Capital Stock) (or to allow any of the Company’s direct or indirect parent companies to so redeem, retire, acquire or repurchase their Capital Stock (or any options or warrants or stock appreciation or similar rights issued with respect to any of its Capital Stock)) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof) and its Subsidiaries, with the proceeds of Dividends from, the Company, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation or similar rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement; provided that, except with respect to non-discretionary repurchases, acquisitions, retirements or redemptions pursuant to the terms of any stock option or stock appreciation or similar rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreement or equity holders’ agreement, the aggregate amount of all cash paid in respect of all such shares of Capital Stock (or any options or warrants or stock appreciation rights issued with respect to any of such Capital Stock) so redeemed, acquired, retired or repurchased in any calendar year does not exceed the sum of (i) $15,000,000 (which shall increase to $30,000,000 subsequent to the consummation of a Qualifying IPO) plus (ii) all net cash proceeds obtained by the Company during such calendar year from the sale of such Capital Stock to other present or former officers, consultants, employees and directors in connection with any permitted compensation and incentive arrangements plus (iii) all net cash proceeds obtained from any key-man life insurance policies received during such calendar year; notwithstanding the foregoing, 100% of the unused amount of payments in respect of Section 10.6(b)(i) (before giving effect to any carry forward) may be carried forward to the immediately succeeding fiscal year (but not any other) and utilized to make payments pursuant to this Section 10.6(b) (any amount so carried forward shall be deemed to be used last in the subsequent fiscal year);

(c) to the extent constituting Dividends, the Company may make Investments permitted by Section 10.5;

107

(d) to the extent constituting Dividends, the Company may enter into and consummate transactions expressly permitted by any provision of Section 10.3, and the Company may pay Dividends to its parent companies as and when necessary to enable them to effect such Dividends;

(e) the Company may repurchase Capital Stock of the Company (or any direct or indirect parent thereof) upon exercise of stock options or warrants if such Capital Stock represents all or a portion of the exercise price of such options or warrants, and the Company may pay Dividends to its parent companies as and when necessary to enable such Persons to effect such repurchases;

(f) the Company may make additional Dividends; provided that each of the Payment Conditions are satisfied;

(g) the Company may make and pay Dividends to its direct or indirect parent companies:

(i) the proceeds of which will be used to allow any direct or indirect parent of the Company to pay the tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns that include the Company (or, if the Company is a disregarded entity, the income of the Company), but only to the extent of taxes that the Company would have to pay if it had filed a tax return on a standalone basis for itself and its Subsidiaries; provided, that proceeds attributable to any taxes imposed on an Unrestricted Subsidiary shall be permitted only to the extent such Unrestricted Subsidiary distributed cash to the Company or its Restricted Subsidiaries;

(ii) the proceeds of which shall be used by any direct or indirect parent of the Company to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $2,000,000 in any fiscal year plus any actual, reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof);

(iii) the proceeds of which shall be used by such parent company to pay franchise taxes and other fees, taxes and expenses required to maintain its corporate existence;

(iv) the proceeds of which shall be used by such parent companies to make Investments contemplated by Section 10.5(e) and Dividends contemplated by Section 10.6(b);

(v) the proceeds of which shall be used by any direct or indirect parent of the Company to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity issuance or offering or debt issuance, incurrence or offering, Disposition or acquisition or investment transaction permitted by this Agreement; and

(vi) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers, employees and consultants of any 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;

(h) the Company may (i) pay cash in lieu of fractional shares in connection with any Dividend, split or combination thereof or any Permitted Acquisition and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms;

(i) the Company may pay Dividends in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, manager or consultant (or their respective Affiliates, estates or immediate family members) and any repurchases of Capital Stock in consideration of such payments including deemed repurchases in connection with the exercise of stock options; provided in each case that payments made under this Section 10.6(i) shall not exceed $5,000,000 in the aggregate;

(j) the Company may make payments described in Sections 10.12(c), (e), (g), (h), (i), (j) and (l) (subject to the conditions set out therein);

108

(k) the Company may pay Dividends to its parent companies so that such parents may make payments of interest under the Parent Loan (including any amounts of accrued interest that have been added to the principal amount outstanding under the Parent Loan); provided that the payments made under this Section 10.6(l) shall not exceed $200,000 in the aggregate; and

(l) so long (i) as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) no Cash Dominion Event is occurring and (iii) the Fixed Charge Coverage Ratio as of the end of the most recently ended Test Period prior to the making of such Dividend, calculated on a Pro Forma Basis to give effect to such Dividend as if such Dividend had been made as of the first day of such period, shall be equal to or greater than 1.00 to 1.00, the Company may make additional Dividends in an amount not in excess of $10,000,000 and 1.00% of Consolidated Total Assets after giving effect to such Dividends.

10.7 Limitations on Debt Payments and Amendments.

(a) The Company will not, and will not permit any of the Restricted Subsidiaries to, prepay, repurchase, redeem or otherwise defease any Subordinated Indebtedness or unsecured Indebtedness for borrowed money (a “Restricted Debt Payment”) (it being understood that payments of regularly scheduled interest shall be permitted); provided, however, the Company or any Subsidiary may make Restricted Debt Payments (i) with the proceeds of any Permitted Refinancing Indebtedness, (ii) by converting or exchanging any such Indebtedness to Capital Stock of Company or any of its direct or indirect parent companies or (iii) to the extent that each of the Payment Conditions have been satisfied (it being understood and agreed that, if an irrevocable notice or contractual obligation is given, made or arises in respect of any such prepayment, repurchase, redemption or defeasance, the foregoing conditions only need to be satisfied at the time of the giving of such irrevocable notice or entering into (or effectiveness of) any such contractual obligations).

(b) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 10.7 shall prohibit the repayment or prepayment of intercompany subordinated or unsecured Indebtedness for borrowed money owed among the Company and/or the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Company has received a notice from the applicable Collateral Agent instructing it not to make or permit the Company and/or the Restricted Subsidiaries to make any such repayment or prepayment.

(c) The Company will not, and will not permit any of the Restricted Subsidiaries to, waive, amend, modify, terminate or release any documentation governing any unsecured Indebtedness for borrowed money or Subordinated Indebtedness to the extent that any such waiver, amendment, modification, termination or release, taken as a whole, would be adverse to the Lenders in any material respect.

10.8 Limitations on Sale Leasebacks. The Company will not, and will not permit any of the Restricted Subsidiaries to, enter into or effect any Sale Leasebacks, other than Permitted Sale Leasebacks.

10.9 Negative Pledge Clauses. The Company will not, and will not permit any of the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Credit Document or any Senior Secured Notes Document or any documentation governing any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness, including the Intercreditor Agreement), that limits the ability of a Borrower or any Guarantor to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Secured Parties with respect to the Obligations or under the Credit Documents; provided that the foregoing shall not apply to Contractual Obligations that (i)(x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness or other obligations, are set forth in any agreement evidencing any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness or obligation so long as such Permitted Refinancing Indebtedness does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Company, (iii) represent Indebtedness of a Restricted Subsidiary of the Company that is not a Borrower or a Guarantor to the extent such Indebtedness is permitted by Section 10.1, (iv) arise pursuant to agreements entered into with respect to any Disposition permitted by Section 10.4 and applicable solely to assets under such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 10.5 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.1, but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.1 to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease or license governing a leasehold interest or licensed interest of the Company or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are imposed by Applicable Law, (xiii) exist under the Senior Secured Notes Documents or any documentation governing any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness and (xiv) are customary net worth provisions contained in real property leases entered into by Subsidiaries of the Company, so long as the Company has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Company and its Subsidiaries to meet their ongoing obligation.

109

10.10 Passive Holding Company. Holdings shall not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Capital Stock of the Company, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Company, (iv) the performance of its obligations under and in connection with the Credit Documents, the Senior Secured Notes Documents, any documentation governing Permitted Refinancing Indebtedness of the Senior Secured Notes Documents, the Purchase Agreement, the other agreements contemplated by the Purchase Agreement and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Capital Stock for sale or resale not prohibited by Section 10, including the costs, fees and expenses related thereto, (vi) the making of any Dividend or the holding of any cash received in connection with Dividends made by the Company in accordance with Section 10.6 pending application thereof, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vii) providing indemnification to officers and directors and as otherwise permitted in Section 10, (viii) activities incidental to the consummation of the Transactions and (ix) activities incidental to the businesses or activities described in clauses (i) to (viii) of this Section 10.10.

10.11 Financial Covenant. The Company will not permit its Fixed Charge Coverage Ratio as of the last day of any Test Period to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested when Excess Availability is less than, for a period of five consecutive Business Days, the greater of (1) $20.0 million and (2) 12.5% of the sum of (x) the lesser of (i) the aggregate US Revolving Credit Commitments at such time and (ii) the then-applicable US Borrowing Base and (y) the lesser of (i) the Canadian Revolving Credit Commitments at such time and (ii) the then-applicable Canadian Borrowing Base (the “FCCR Threshold”), shall continue to be tested until the 30th consecutive day that Excess Availability exceeds the FCCR Threshold.

10.12 Transactions with Affiliates. The Company shall not, and shall not permit any of the Restricted Subsidiaries to, enter into any transaction with any Affiliate of the Company except: (a) such transactions that are made on terms substantially as favorable to the Company or such Restricted Subsidiary as would be obtainable by the Company or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (b) if such transaction is among Credit Parties or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction, (c) the payment of Transaction Expenses, (d) the issuance of Capital Stock (or any options or warrants or stock appreciation or similar rights issued with respect to such Capital Stock) of the Company (or any direct or indirect parent thereof) to the management of the Company (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (m) below, (e) the payment of indemnities and reasonable expenses incurred by the Sponsor and its Affiliates in connection with any services provided to, or in respect of the ownership or operation of, the Company (or any direct or indirect parent thereof) or any of its Subsidiaries, (f) equity issuances, repurchases, retirements or other acquisitions or retirements of Capital Stock (or any options or warrants or stock appreciation or similar rights issued with respect to such Capital Stock) by the Company permitted under Section 10.6, (g) loans, guarantees and other transactions by the Company (or any of its direct or indirect parent thereof) and the Restricted Subsidiaries to the extent permitted under Section 10, (h) employment and severance arrangements and health, disability and similar insurance or benefit plans between the Company (or any of its direct or indirect parent thereof) and the Restricted Subsidiaries and their respective directors, officers, employees (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Capital Stock (or any options or warrants or stock appreciation or similar rights issued with respect to such Capital Stock) pursuant to put/call rights or similar rights with current or former employees, officers or directors and stock option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise approved by the Board of Directors of the Company (or any of its direct or indirect parent thereof), (i) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of the Company (or any direct or indirect parent thereof) and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Company and the Restricted Subsidiaries, (j) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 10.12 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect, (k) Dividends, redemptions and repurchases permitted under Section 10.6, (l) customary payments (including reimbursement of fees, costs and expenses) by the Company and any Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures,

110

whether or not consummated), which payments (i) are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of the Company, in good faith and (ii) do not exceed (other than with respect to reimbursements of costs and expenses), in the aggregate, $5,000,000 in any calendar year of the Company, (m) any issuance of Capital Stock (or any options or warrants or stock appreciation or similar rights issued with respect to such Capital Stock), or other payments, awards or grants in cash, securities, Capital Stock or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Company (or any of its direct or indirect parent thereof), (n) any purchase by Holdings of the Capital Stock of the Company, as the case may be; provided that, to the extent required by Section 9.11, any Capital Stock of the Company so purchased shall be pledged to the applicable Collateral Agent for the benefit of the Secured Parties pursuant to the Pledge Agreement, (o) transactions with wholly owned Subsidiaries for the purchase or sale of goods, products, parts and services entered into in the ordinary course of business in a manner consistent with prudent business practices followed by companies in the industry of the Company and the Restricted Subsidiaries, (p) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business and in a manner consistent with prudent business practices followed by companies in the industry of the Company and the Restricted Subsidiaries and (q) payments by the Company (or any of its direct or indirect parent companies) and the Restricted Subsidiaries pursuant to tax sharing agreements among the Company (or such parent) and the Restricted Subsidiaries on customary terms to the extent permitted by Section 10.6(g)(i).

SECTION 11. Events of Default

Upon the occurrence of any of the following specified events (each an “Event of Default”):

11.1 Payments. The Borrowers shall (a) default in the payment when due of any principal of the Loans or (b) default, and such default shall continue for five or more Business Days, in the payment when due of any interest on the Loans or any Fees or any Unpaid Drawing of any other amounts owing hereunder or under any other Credit Document (other than any amount referred to in clause (a) of this Section 11.1); or

11.2 Representations, etc. Any representation, warranty or statement made or deemed made by any Credit Party herein or in any other Credit Document or any certificate, statement, report or other document delivered or required to be delivered pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or

11.3 Covenants. Any Credit Party shall (a) default in the due performance or observance by it of any term, covenant or agreement contained in Section 9.1(g)(i), 9.5 (with respect to the existence of the Company only), or 9.16(a) or 9.16(b)(i) or Section 10 (subject to the Cure Right in Section 11.11 in connection with any Default under Section 10.11) or (b) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in Section 11.1, Section 11.11 and clause (a) of this Section 11.3) contained in this Agreement or any other Credit Document and such default shall continue unremedied for a period of at least 30 days (or 5 Business Days with respect to Sections 9.1(k) or, during the continuance of a Notice Event, 2 Business Days) after receipt of written notice by the Company from the US Administrative Agent, the Canadian Administrative Agent or the Required Lenders; or

11.4 Default Under Other Agreements. (a) The Company or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than any Indebtedness described in Section 11.1) in excess of $25,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than (A) with respect to Indebtedness consisting of any Hedging Agreements, termination events or equivalent events pursuant to the terms of such Hedging Agreements and (B) secured Indebtedness that becomes due as a result of a Disposition (including as a result of a Recovery Event) of the property or assets securing such Indebtedness permitted under this Agreement)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, (A) with respect to Indebtedness consisting of any Hedging Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedging Agreements and (B) secured Indebtedness that becomes due as a result of a Disposition (including as a result of a Recovery Event) of the property or assets securing such Indebtedness permitted under this Agreement)), prior to the stated maturity thereof; or

111

11.5 Bankruptcy, etc. The Company or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under Title 11 of the United States Code entitled “Bankruptcy” or under the Bankruptcy Code; or an involuntary case, proceeding or action is commenced against the Company or any Specified Subsidiary and the petition is not controverted within 10 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Company or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), receiver, receiver and manager, trustee or similar Person is appointed for, or takes charge of, all or substantially all of the property of the Company or any Specified Subsidiary; or the Company or any Specified Subsidiary commences any other proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any Specified Subsidiary; or there is commenced against the Company or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Company; or any order of relief or other order approving any such case or proceeding or action is entered; or the Company or any Specified Subsidiary suffers any appointment of any custodian, receiver, receiver manager, trustee or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Company or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Company or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

11.6 ERISA. (a) With respect to any Pension Plan, the failure to satisfy the minimum funding standard required for any plan year or part thereof or a waiver of such standard or extension of any amortization period is sought or granted under Section 412 of the Code; with respect to any Multiemployer Plan, the failure to make any required contribution or payment; any Pension Plan is or shall have been terminated or is the subject of termination proceedings under ERISA (including the giving of written notice thereof); with respect to any Multiemployer Plan, notification by the sponsor of such Multiemployer Plan that any of the Company, any Restricted Subsidiary thereof or any ERISA Affiliate has incurred or will be assessed Withdrawal Liability to such Multiemployer Plan; an event shall have occurred or a condition shall exist in either case entitling the PBGC to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan (including the giving of written notice thereof) in a manner that results in a liability under Title IV of ERISA; any of the Company, any Restricted Subsidiary thereof or any ERISA Affiliate has incurred or is likely to incur a liability to or on account of a Pension Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064 or 4069 of ERISA or Section 4971 or 4975 of the Code (including the giving of written notice thereof); (b) there could result from any event or events set forth in clause (a) of this Section 11.6 the imposition of a lien, the granting of a security interest, or a liability, or the reasonable likelihood of incurring a lien, security interest or liability; and (c) such lien, security interest or liability will or would be reasonably likely to have a Material Adverse Effect; or

11.7 Guarantee. The Guarantee or any material provision thereof shall cease to be in full force or effect or any Guarantor thereunder or any Credit Party shall deny or disaffirm in writing any Guarantor’s obligations under the Guarantee; or

11.8 Security Documents. Any Security Document or any material provision thereof shall cease to be in full force or effect (other than pursuant to the terms hereof) or any grantor, pledgor or mortgagor thereunder or any Credit Party shall deny or disaffirm in writing any grantor’s, pledgor’s or mortgagor’s obligations under such Security Document; or

11.9 Judgments. One or more judgments or decrees shall be entered against the Company or any of its Restricted Subsidiaries involving a liability of $25,000,000 or more in the aggregate for all such judgments and decrees for the Company and the Restricted Subsidiaries (to the extent not paid or fully covered by insurance provided by a carrier not disputing coverage) and any such judgments or decrees shall not have been satisfied, vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or

11.10 Change of Control. A Change of Control shall occur;

then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the US Administrative Agent or Canadian Administrative Agent shall, upon the written request of the Required Lenders, by written notice to the Company, take any or all of the following actions, without prejudice to the rights of the US Administrative Agent, the Canadian Administrative Agent or any Lender to enforce its claims against the Company, except as otherwise specifically provided for in this Agreement: (i) declare the Total Revolving Credit Commitment or the Swingline Commitment terminated and whereupon any such Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind, (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Company to pay (and the Company agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Company, it will pay) to the US Administrative Agent at the US Administrative Agent’s Office or Canadian Administrative Agent at the Canadian Administrative Agent’s Office, as applicable, such additional amounts of cash, to be held as security for the Company’s reimbursement obligations for Unpaid Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding; (provided that, if an Event of Default specified in Section 11.5 shall occur, the result that would occur upon the giving of written notice by the US Administrative Agent or Canadian Administrative Agent as specified in clauses (i), (ii), (iii) and (iv) above shall occur automatically without the giving of any such notice and all Obligations shall be automatically become forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company).

112

11.11 Borrower’s Right to Cure.

(a) Financial Covenant. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Company fails to comply with the requirements of the Financial Covenant as of the last day of any fiscal quarter, until the expiration of the 10th day subsequent to the date the certificate calculating the Financial Covenant is required to be delivered pursuant to Section 9.1(e) with respect to such fiscal quarter, Holdings (or any direct or indirect parent thereof) shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to (or in the case of any direct or indirect parent of Holdings receive equity interests in Holdings for its cash contributions to) the capital of Holdings (collectively, the “Cure Right”), and upon contribution by Holdings of such cash to the Company (the “Cure Amount”) pursuant to the exercise by the Company of such Cure Right, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments:

(i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any Test Period that contains such fiscal quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and

(ii) if, after giving effect to the foregoing recalculations, the Company shall then be in compliance with the requirements of the Financial Covenant, the Company shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured for purposes of this Agreement.

(b) Limitation on Exercise of Cure Right. Notwithstanding anything herein to the contrary, (i) in each Test Period there shall be at least two fiscal quarters during which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant, (iii) all Cure Amounts shall be disregarded for purposes of determining any baskets with respect to the covenants contained in the Credit Documents, (iv) during the term of this Agreement no more than four Cure Rights may be exercised and (v) at the time of making any Cure Right, the Company shall designate the fiscal quarter with respect to which the Cure Right is made and each Cure Right may only count to a single fiscal quarter, which makes up any Test Period.

SECTION 12. The Administrative Agents and Collateral Agents

12.1 Appointment. Each Lender hereby irrevocably designates and appoints UBS AG, STAMFORD BRANCH as US Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents, and each such Lender irrevocably authorizes the US Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the US Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby irrevocably designates and appoints UBS AG CANADA BRANCH as Canadian Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents, and each such Lender irrevocably authorizes the Canadian Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Canadian Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agents shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agents. The Joint Lead Arrangers, Joint Bookrunners, the Co-Syndication Agents, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12. Each Lender hereby appoints UBS AG, STAMFORD BRANCH (together with any successor US Collateral Agent pursuant to Section 12.11) as the US Collateral Agent hereunder and authorizes the US Collateral Agent to (i) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Collateral Agent under such Credit Documents and (iii) exercise such powers as are reasonably incidental thereto. Each Lender hereby appoints UBS AG CANADA BRANCH (together with any successor Canadian Collateral Agent pursuant to Section 12.11) as the Canadian Collateral Agent hereunder and authorizes the Canadian Collateral Agent to (i) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Canadian Collateral Agent under such Credit Documents and (iii) exercise such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agents shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agents. Each Lender hereby appoints WELLS FARGO CAPITAL FINANCE, LLC, as the Co-Collateral Agent hereunder and authorizes the Co-Collateral Agent to (i) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Co-Collateral Agent under such Credit Documents and (iii) exercise such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Co-Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Co-Collateral Agent.

113

Without prejudice to the foregoing paragraph, each Secured Party hereby irrevocably designates and appoints the Canadian Collateral Agent as the Person holding the power of attorney (fondé de pouvoir) of the holders of the Bond (as hereinafter defined) as contemplated under Article 2692 of the Civil Code of Quebec, to enter into, to take and to hold on their behalf, and for their benefit, each a deed of hypothec (each a “Deed of Hypothec”) to be executed by a Canadian Credit Party under the laws of the Province of Quebec and creating a hypothec on property of such Credit Party and to exercise such powers and duties which are conferred upon the Canadian Collateral Agent, as fondé de pouvoir under each such deed. Each Secured Party hereby additionally and irrevocably designates and appoints the Canadian Collateral Agent as agent, mandatary, custodian and depositary for and on behalf of each of them (i) to hold and to be the sole registered holder of any bond, debenture or other title of indebtedness (each, a “Bond”) issued under each Deed of Hypothec, the whole notwithstanding Section 32 of the Act Respecting the Special Powers of Legal Persons (Quebec) or any other applicable law, and (ii) to enter into, to take and to hold on their behalf, and for their benefit, a pledge agreement in respect of each such Bond (each, a “Pledge”) to be executed by such Canadian Credit Party under the laws of the Province of Quebec and evidencing the pledge of such Bond as security for the payment and performance of the applicable Canadian Obligations. In this respect, (a) the Canadian Collateral Agent, as agent, mandatary, custodian and depositary of the Secured Parties, shall keep a record indicating the names and addresses of, and the pro rata portion of the Canadian Obligations secured by each Pledge, owing to the Persons for and on behalf of whom each Bond is so held from time to time, and (b) each Secured Party will be entitled to the benefits of any property charged under each Deed of Hypothec and each Pledge and will participate in the proceeds of realization of any such property, the whole in accordance with the terms hereof. The Canadian Collateral Agent, in such aforesaid capacities shall (x) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Canadian Collateral Agent with respect to the property hypothecated under each Deed of Hypothec and Pledge, applicable law or otherwise, and (y) benefit from and be subject to all provisions hereof with respect to the Canadian Collateral Agent, mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Secured Parties. Any Person who becomes a Secured Party shall be deemed to have consented to and confirmed the Canadian Collateral Agent as the Person holding the power of attorney (fondé de pouvoir) and as the agent, mandatary, custodian and depositary as aforesaid and to have ratified, as of the date it becomes a Secured Party, all actions taken by the Canadian Collateral Agent in such capacities. The Canadian Collateral Agent shall be entitled to delegate from time to time any of its powers or duties under each Deed of Hypothec and each Pledge to any Person and on such terms and conditions as the Canadian Collateral Agent may determine from time to time. The execution prior to the date hereof by the Canadian Collateral Agent of any Deed of Hypothec, Pledge or other security documents made pursuant to the applicable law of the Province of Quebec is hereby ratified and confirmed. In the event of the resignation or replacement and appointment of a successor Canadian Collateral Agent, such successor Canadian Collateral Agent shall also be appointed by deed of substitution or other appropriate document to act as successor holder of an irrevocable power of attorney (fondé de pouvoir) for the purposes of each Deed of Hypothec executed pursuant to the terms above. Without prejudice to Section 13.12 hereof, the provisions of this paragraph shall be also governed by the laws of the Province of Quebec.

12.2 Limited Duties. Under the Credit Documents, the Administrative Agents, Collateral Agents and the Co-Collateral Agent and (i) are acting solely on behalf of the Lenders (except to the limited extent provided in Section 2.5(d), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Administrative Agent”, “US Administrative Agent,” “Canadian Administrative Agent,” “Collateral Agent,” “US Collateral Agent,” “Canadian Collateral Agent” and “Co-Collateral Agent”, the terms “agent”, “administrative agent,” “collateral agent” and “co-collateral agent”) and similar terms in any Credit Document to refer to the Administrative Agents, Collateral Agents or Co-Collateral Agent, which terms are used for title purposes only, (ii) is not assuming any obligation under any Credit Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender or any other Secured Party and (iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Credit Document, and each Lender hereby waives and agrees not to assert any claim against the Administrative Agents, Collateral Agents or Co-Collateral Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (i) through (iii) above.

12.3 Binding Effect. Each Lender agrees that (i) any action taken by the Administrative Agents or the Required Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Credit Documents, (ii) any action taken by the Administrative Agents in reliance upon the instructions of Required Lenders (or, where so required, such greater proportion) and (iii) the exercise by the Administrative Agents or the Required Lenders (or, where so required, such greater proportion) 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 of the Secured Parties.

114

12.4 Delegation of Duties. The US Administrative Agent, the Canadian Administrative Agent and the Co-Collateral Agent may execute any of its duties under this Agreement and the other Credit Documents by or through agents (including any Canadian agent to hold, realize and enforce any Credit Document) or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The US Administrative Agent, the Canadian Administrative Agent and the Co-Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

12.5 Exculpatory Provisions. Neither the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent nor any of their officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Credit Document (except for its or such Person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Borrower, any Guarantor, any other Credit Party or any officer thereof contained in this Agreement or any other Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by the US Administrative Agent, the Canadian Administrative Agent and the Co-Collateral Agent under or in connection with, this Agreement or any other Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Credit Document or for any failure of any Borrower, any Guarantor or any other Credit Party to perform its obligations hereunder or thereunder. The US Administrative Agent, the Canadian Administrative Agent and the Co-Collateral Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records of any Borrower.

12.6 Reliance by Administrative Agents. The US Administrative Agent, the Canadian Administrative Agent and the Co-Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail message or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Company), independent accountants and other experts selected by the US Administrative Agent, the Canadian Administrative Agent or the Co-Collateral Agent. The US Administrative Agent, the Canadian Administrative Agent and the Co-Collateral Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the US Administrative Agent. The US Administrative Agent, the Canadian Administrative Agent and the Co-Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The US Administrative Agent, the Canadian Administrative Agent and the Co-Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

12.7 Notice of Default. Neither the US Administrative Agent nor the Canadian Administrative Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the US Administrative Agent or the Canadian Administrative Agent has received written notice from a Lender or the Company referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the US Administrative Agent or the Canadian Administrative Agent receives such a notice, the US Administrative Agent shall give notice thereof to the Lenders, the US Collateral Agent, the Canadian Collateral Agent and the Co-Collateral Agent. The US Administrative Agent and the Canadian Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided that unless and until the US Administrative Agent and the Canadian Administrative Agent shall have received such directions, the US Administrative Agent and the Canadian Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders (except to the extent that this Agreement requires that such action be taken only with the approval of the Required Lenders or each of the Lenders, as applicable).

115

12.8 Non-Reliance on the Administrative Agents and Other Lenders. Each Lender expressly acknowledges that neither the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent nor any of their officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the US Administrative Agent, the Canadian Administrative Agent or the Co-Collateral Agent hereinafter taken, including any review of the affairs of any Borrower, any Guarantor or any other Credit Party, shall be deemed to constitute any representation or warranty by the US Administrative Agent, the Canadian Administrative Agent or the Co-Collateral Agent to any Lender. Each Lender represents to the US Administrative Agent, the Canadian Administrative Agent and the Co-Collateral Agent that it has, independently and without reliance upon the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of an investigation into the business, operations, property, financial and other condition and creditworthiness of any Borrower, any Guarantor and any other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of any Borrower, any Guarantor and any other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the US Administrative Agent or the Canadian Administrative Agent hereunder, the US Administrative Agent and the Canadian Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, properties, financial condition, prospects or creditworthiness of any Borrower, any Guarantor or any other Credit Party that may come into the possession of the US Administrative Agent, the Canadian Administrative Agent or any of their officers, directors, employees, agents, attorneys-in-fact or Affiliates. Notwithstanding anything herein to the contrary, each Lender also acknowledges that the lien and security interest granted to the US Collateral Agent pursuant to the US Security Documents and the existence of any right or remedy by the US Collateral Agent thereunder are subject to the provisions of the Intercreditor Agreement. In the event of a conflict between the terms of the Intercreditor Agreement and any US Security Document, the terms of the Intercreditor Agreement shall govern and control. Each Lender hereby authorizes the US Collateral Agent to enter into the Intercreditor Agreement on behalf of such Lender.

12.9 Indemnification. The Lenders agree to indemnify the US Administrative Agent, the Canadian Administrative Agent and the Co-Collateral Agent in their capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably according to their respective portions of the Total Revolving Credit Commitment in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Revolving Credit Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Revolving Credit Commitment in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against the US Administrative Agent, the Canadian Collateral Agent or the Co-Collateral Agent in any way relating to or arising out of, the Revolving Credit Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the US Administrative Agent, the Canadian Administrative Agent or the Co-Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the US Administrative Agent’s, the Canadian Administrative Agent’s or the Co-Collateral Agent’s gross negligence or willful misconduct. The agreements in this Section 12.9 shall survive the payment of the Loans and all other amounts payable hereunder.

12.10 UBS AG, STAMFORD BRANCH, UBS AG CANADA BRANCH and WELLS FARGO CAPITAL FINANCE, LLC in Their Individual Capacity. UBS AG, STAMFORD BRANCH, UBS AG CANADA BRANCH, WELLS FARGO CAPITAL FINANCE, LLC and their Affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Borrower, any Guarantor and any other Credit Party as though UBS AG, STAMFORD BRANCH were not the US Administrative Agent, UBS AG CANADA BRANCH were not the Canadian Administrative Agent and WELLS FARGO CAPITAL FINANCE, LLC were not the Co-Collateral Agent hereunder and under the other Credit Documents. With respect to the Loans made by it, UBS AG, STAMFORD BRANCH, UBS AG CANADA BRANCH or WELLS FARGO CAPITAL FINANCE, LLC shall have the same rights and powers under this Agreement and the other Credit Documents as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include UBS AG, STAMFORD BRANCH, UBS AG CANADA BRANCH and WELLS FARGO CAPITAL FINANCE, LLC in their individual capacity.

12.11 Successor Agent. The US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent, the US Collateral Agent and/or the Canadian Collateral Agent may resign as the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent, the US Collateral Agent and/or the Canadian Collateral Agent, as the case may be, upon 20 days’ prior written notice to the Lenders and the Company. If the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent, the US Collateral Agent and/or the Canadian Collateral Agent shall resign as the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent, the US Collateral Agent and/or the Canadian Collateral Agent, as the case may be, under this Agreement and the other Credit Documents, then (a) the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders within 30 days, or (b) the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent, the US Collateral Agent and/or the Canadian Collateral Agent, as applicable, may, on behalf of the Lenders, appoint a successor US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent, the US Collateral Agent and/or

116

the Canadian Collateral Agent, as the case may be, selected from among the Lenders. In either case, the successor agent shall be approved by the Company (which approval shall not be unreasonably withheld and shall not be required if an Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing), whereupon such successor agent shall succeed to the rights, powers and duties of the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent, the US Collateral Agent and/or the Canadian Collateral Agent, as applicable, and the term “US Administrative Agent”, “Canadian Administrative Agent”, “Co-Collateral Agent”, “US Collateral Agent” and/or “Canadian Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former US Administrative Agent’s, the Canadian Administrative Agent’s, the Co-Collateral Agent’s, the US Collateral Agent’s and/or the Canadian Collateral Agent’s, as applicable, rights, powers and duties as the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent, the US Collateral Agent and/or the Canadian Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent, the US Collateral Agent and/or the Canadian Collateral Agent, as the case may be, or any of the parties to this Agreement or any Lenders or other holders of the Loans. After any retiring US Administrative Agent’s, the Canadian Administrative Agent’s, the Co-Collateral Agent’s, the US Collateral Agent’s and/or the Canadian Collateral Agent’s resignation as the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent, the US Collateral Agent and/or the Canadian Collateral Agent, as the case may be, the provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent, the US Collateral Agent and/or the Canadian Collateral Agent, as the case may be, under this Agreement and the other Credit Documents.

12.12 Withholding Tax. To the extent the US Administrative Agent or the Canadian Administrative Agent reasonably believes that it is required by any Applicable Law, the US Administrative Agent or the Canadian Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any authority of the United States or other jurisdiction asserts a claim that the US Administrative Agent or the Canadian Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the US Administrative Agent or the Canadian Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective), such Lender shall indemnify the US Administrative Agent or the Canadian Administrative Agent fully for all amounts paid, directly or indirectly, by the US Administrative Agent or the Canadian Administrative Agent as tax or otherwise, including penalties, additions to tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses. The agreements in this Section 12.12 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Administrative Agents shall be permitted to set-off any amounts owed to a Lender under this Section 12.12 against any amounts payable to such Lender.

12.13 Duties as Collateral Agents and as Paying Agent. Without limiting the generality of Section 12.1 above, the US Collateral Agent and the Canadian Collateral Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Secured Parties with respect to all payments and collections arising in connection with the Credit Documents (including in any proceeding described in Section 11.5 or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Credit Document to any Secured Party is hereby authorized to make such payment to the US Collateral Agent or the Canadian Collateral Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 11.5 or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Secured Party), (iii) act as collateral agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Credit Documents, (vi) except as may be otherwise specified in any Credit Document, exercise all remedies given to the US Collateral Agent, the Canadian Collateral Agent and the other Secured Parties with respect to the Collateral, whether under the Security Documents, applicable requirements of law or otherwise and (vii) execute any amendment, consent or waiver under the Security Documents on behalf of the Secured Parties, to the extent consented to in accordance with Section 13.1 and the terms thereof; provided, however, that the US Collateral Agent and the Canadian Collateral Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for the US Collateral Agent, the Canadian Collateral Agent and the Secured Parties for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash and Permitted Investments held by such Secured Parties and may further authorize and direct the Secured Parties to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to the US Collateral Agent, the Canadian Collateral Agent, and each Secured Party hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

117

12.14 Authorization to Release Liens and Guarantees. The US Administrative Agent, the Canadian Administrative Agent, the US Collateral Agent and the Canadian Collateral Agent are hereby irrevocably authorized by each of the Lenders to effect any release or subordination of Liens or the Guarantees contemplated by Section 13.17 without further action or consent by the Lenders.

12.15 Collateral Agent Duties. Notwithstanding anything contained in this Agreement to the contrary, all actions as it relates to the Collateral securing the US Obligations that shall be taken by a Collateral Agent hereunder shall be taken by the US Collateral Agent and all actions as it relates to the Collateral securing the Canadian Obligations that shall be taken by a Collateral Agent hereunder shall be taken by the Canadian Collateral Agent.

SECTION 13. Miscellaneous

13.1 Amendments and Waivers.

(a) Except as expressly set forth in this Agreement or in any other Credit Document, neither this Agreement nor any other Credit Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 13.1. The Required Lenders may, or, with the written consent of the Required Lenders, the US Administrative Agent, the Canadian Administrative Agent, the US Collateral Agent and/or the Canadian Collateral Agent shall, from time to time, (a) enter into with the relevant Credit Party or Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or the Credit Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders, the US Administrative Agent, the Canadian Administrative Agent, the US Collateral Agent and/or the Canadian Collateral Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver, amendment, supplement or modification shall directly (i) reduce or forgive any portion of any Loan or reduce the stated interest rate or fees applicable to the Loans (it being understood that any change to the component definitions of Average Excess Availability shall not constitute a reduction in the stated interest rate and provided that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrowers to pay interest at the “default rate” or amend Section 2.8(c)), or reduce or forgive any portion, or extend the date for the payment, of any interest or fee payable hereunder (other than as a result of waiving the applicability of any post-default increase in interest rates and other than as a result of a waiver or amendment of any mandatory prepayment of Loans (which shall not constitute an extension, forgiveness or postponement of any date for payment of principal, interest or fees)), or reduce or extend the date for payment of any Unpaid Drawings, or extend the final expiration date of any Lender’s Commitment (provided that, any Lender, upon the request of the Borrower, may extend the final expiration date of its Commitments without the consent of any other Lender, including the Required Lenders) or extend the final expiration date of any Letter of Credit beyond the date specified in Section 3.1(a), or increase the aggregate amount of any Commitment of any Lender, in each case without the written consent of each Lender directly and adversely affected thereby, or (ii) amend, modify or waive any provision of this Section 13.1 or reduce the percentages specified in the definition of the term “Required Lenders,” “Required US Lenders,” “Required Canadian Lenders” or “Supermajority Lenders” or consent to the assignment or transfer by the Company of its rights and obligations under any Credit Document to which it is a party (except as permitted pursuant to Section 10.3), in each case without the written consent of each Lender, or (iii) amend, modify or waive any provision of Section 12 without the written consent of the then-current US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent US Collateral Agent and/or the Canadian Collateral Agent, as applicable, or (iv) amend, modify or waive any provision of Section 3 without the written consent of the Letter of Credit Issuer, or (v) amend, modify or waive any provisions hereof relating to Swingline Loans without the written consent of the Swingline Lender, or (vi) release all or substantially all of the Guarantors under the Guarantees (except as expressly permitted by the Guarantees), or, subject to the Intercreditor Agreement, release all or substantially all of the Collateral under the Security Documents, in each case without the prior written consent of each Lender, or (vii) amend Section 2.9 so as to permit Interest Period intervals greater than six months if not agreed by all applicable Lenders in each case without the prior written consent of each applicable Lender; provided, further, that any provision of this Agreement or any other Credit Document may be amended by an agreement in writing entered into by the Company and the Administrative Agents to cure any ambiguity, omission, mistake, defect or inconsistency so long as, in each case, such action shall not adversely affect the interest of the Lenders and the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agents shall not have received, within five Business Days of the date of such written notice to the Lenders, a written notice from any Lenders stating that such Lender objects to such amendment.

(b) Notwithstanding anything to the contrary contained in this Section 13.1, (i) the Company and the US Collateral Agent may, without the input or consent of the other Lenders, effect changes to Exhibit C-1 as may be necessary or appropriate in the opinion of the US Collateral Agent and (ii) the Company and the Canadian Collateral Agent may, without the input or consent of the other Lenders, effect changes to Exhibit C-2 as may be necessary or appropriate in the opinion of the Canadian Collateral Agent.

118

(c) No amendment, modification, termination or waiver of or consent with respect to any provision of this Agreement (i) which modifies the definition of the “Borrowing Base,” “US Borrowing Base,” “Canadian Borrowing Base” or the constituent definitions thereof in a manner that is intended to increase availability under the Credit Facilities shall be effective unless the same shall be in writing and signed by the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent, the Supermajority Lenders and the Company and (ii) modifications to the advance rates specified in the definition of “US Borrowing Base” or “Canadian Borrowing Base” in a manner that is intended to increase availability under either the US Credit Facility or the Canadian Credit Facility shall be effective unless the same shall be in writing and signed by the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent, each Lender and the Company.

(d) Notwithstanding anything to the contrary contained herein, any amendment, waiver, discharge or termination with respect to: (i) the terms of the Canadian Credit Facility exclusively (and not terms of the US Credit Facility or terms applicable to both the Canadian Credit Facility and the US Credit Facility), shall require the consent of the Canadian Administrative Agent and the Required Canadian Lenders, and (ii) the terms of the US Credit Facility exclusively (and not terms of the US Credit Facility or terms applicable to both the Canadian Credit Facility and the US Credit Facility) shall require the consent of the US Administrative Agent and Required US Lenders.

13.2 Notices and Other Communications; Facsimile Copies

(a) General. All notices, demands, requests, directions and other communications required or expressly authorized to be made by this Agreement shall, whether or not specified to be in writing but unless otherwise expressly specified to be given by any other means, be given in writing and (i) addressed to (A) the party to be notified and sent to the address or facsimile number indicated in Schedule 13.2, or (B) otherwise to the party to be notified at its address specified on the signature page of any applicable Assignment and Acceptance Agreement, (ii) posted to SyndTrak (to the extent such system is available and set up by or at the direction of the US Administrative Agent prior to posting) in an appropriate location by uploading such notice, demand, request, direction or other communication to www.syndtrak.com or using such other means of posting to SyndTrak^® as may be available and reasonably acceptable to the US Administrative Agent prior to such posting, (iii) posted to any other E-System set up by or at the direction of the US Administrative Agent in an appropriate location or (iv) addressed to such other address as shall be notified in writing to the Company and the US Administrative Agent. Transmission by electronic mail (including E-Fax, even if transmitted to the fax numbers set forth in clause (i) above) shall not be sufficient or effective to transmit any such notice under this clause (a) unless such transmission is an available means to post to any E-System.

(b) Effectiveness. All communications described in clause (a) above and all other notices, demands, requests and other communications made in connection with this Agreement shall be effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if delivered by overnight courier service, one Business Day after delivery to such courier service, (iii) if delivered by mail, when deposited in the mails, (iv) if delivered by facsimile (other than to post to an E-System pursuant to clause (a)(ii) or (a)(iii) above), upon sender’s receipt of confirmation of proper transmission, and (v) if delivered by posting to any E-System, 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. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to any Person (other than the Borrowers, the US Administrative Agent or the Canadian Administrative Agent) designated in Schedule 13.2 to receive copies shall in no way adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice.

(c) Reliance by Agents and Lenders. The US Administrative Agent, the Canadian Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Company even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. All telephonic notices to the US Administrative Agent or the Canadian Administrative Agent may be recorded by the US Administrative Agent or the Canadian Administrative Agent, and each of the parties hereto hereby consents to such recording.

13.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the US Administrative Agent, the Canadian Administrative Agent, the US Collateral Agent, the Canadian Collateral Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

13.4 Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Credit Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans hereunder.

119

13.5 Payment of Expenses; Indemnification.

(a) The Borrowers agree, (i) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Cahill Gordon & Reindel llp and one firm of counsel in each appropriate local jurisdiction approved by the Company (which may include a single special counsel acting in multiple jurisdictions), (ii) to pay or reimburse each Lender, the US Collateral Agent, the Canadian Collateral Agent, the Co-Collateral Agent, the US Administrative Agent and the Canadian Administrative Agent for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm of counsel to the Lenders, the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent, the US Collateral Agent and the Canadian Collateral Agent and, to the extent required, one firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and (iii) to pay, indemnify and hold harmless each Lender, the US Administrative Agent, the Canadian Administrative Agent, the US Collateral Agent, the Canadian Collateral Agent, the Co-Collateral Agent, the Letter of Credit Issuers and their respective Related Parties (the “Indemnified Parties”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one firm of counsel for all Indemnified Parties, taken as a whole, and if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Party) arising out of, or with respect to the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents or the use of the proceeds thereof, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials related to Borrowers, any of their Subsidiaries or any of the properties currently owned, leased or operated by any of the Borrowers or their Subsidiaries (all the foregoing in this clause (iii), collectively, the “indemnified liabilities”); provided that the Borrowers shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (A) the gross negligence, bad faith or willful misconduct of such Indemnified Party or its Related Parties, (B) a material breach of the obligations of such Indemnified Party or its Related Parties under the Credit Documents or (C) disputes between or among the Indemnified Parties other than a claim against any Indemnified Party (or its respective Affiliates) not arising from any act or omission by the Borrowers, the Guarantors or any of their Subsidiaries; provided that the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent, the US Collateral Agent or the Canadian Collateral Agent and their Related Parties, to the extent acting in their capacity as such, shall remain indemnified pursuant to this Section 13.5 in respect of such disputes to the extent otherwise entitled to be indemnified pursuant to this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 5 Business Days after receipt by the Company of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

(b) No Credit Party nor any Indemnified Party shall have any liability for any punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Party or any of its Related Parties.

Without limiting the generality of the foregoing, but only to the extent representing reasonable and documented out-of-pocket costs and expenses, costs, charges and fees described above may include: fees, costs and expenses of accountants, environmental advisors, appraisers, investment bankers, management and other consultants and paralegals (if any such accountants, environmental advisors, appraisers, investment bankers and management and other consultants have been retained with the prior written consent of the Company); photocopying and duplication expenses; long distance telephone charges; air express charges; air express charges; and telegram or telecopy charges.

120

13.6 Successors and Assigns; Participations and Assignments.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of a Letter of Credit Issuer that issues any Letter of Credit), except that (i) except as set forth in Section 10.3(a), the Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 13.6. 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 (including any Affiliate of a Letter of Credit Issuer that issues any Letter of Credit), Participants (to the extent provided in Section 13.6(c)) and, to the extent expressly contemplated hereby, the Indemnified Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph 13.6(b)(ii), any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its US Revolving Credit Commitments, the US Revolving Credit Loans, the Canadian Revolving Credit Commitments and Canadian Revolving Credit Loans at the time owing to it) to an Eligible Assignee with the prior written consent (such consent not to be unreasonably withheld or delayed; it being understood that, without limitation, the Company shall have the right to withhold its consent to any assignment if, in order for such assignment to comply with Applicable Law, the Company would be required to obtain the consent of, or make any filing or registration with, any Governmental Authority) of:

(A) the Company; provided that no consent of the Company shall be required for an assignment if an Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing); and

(B) the US Administrative Agent, the Swingline Lender and the US Letter of Credit Issuers, with respect to any assignment of US Revolving Credit Loans or US Revolving Credit Commitments and the Canadian Administrative Agent, the Swingline Lender, the Canadian Letter of Credit Issuers, with respect to any assignment of Canadian Revolving Credit Loans or Canadian Revolving Credit Commitments.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of (i) an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or (ii) an assignment of the entire remaining amount of the assigning Lender’s Commitments or (iii) an assignment by any Joint Bookrunner, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the US Administrative Agent or the Canadian Administrative Agent, as applicable) shall not be less than $5,000,000, unless each of the Company and the US Administrative Agent otherwise consents; provided that no such consent of the Company shall be required if an Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing; and provided, further, that contemporaneous assignments to a single assignee made by affiliated Lenders or related Approved Funds or by a single assignor to related Approved Funds shall be aggregated for purposes of meeting the minimum assignment amount requirements stated above;

(B) the payment to the US Administrative Agent of an assignment in an amount equal to $3,500 (save for transfer made by any Joint Bookrunner or one of their Affiliates);

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance; and

(D) the assignee, if it shall not be a Lender, shall deliver to the US Administrative Agent any tax forms required by Section 5.4 and an administrative questionnaire in a form approved by the US Administrative Agent in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and Applicable Laws, including Federal and state securities laws.

For the purpose of this Section 13.6(b), the term “Approved Fund” has the following meaning:

“Approved Fund” means any Person (other than a natural Person) that is engaged in making, purchasing, holding or investing in bank or commercial loans and similar extensions of credit and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to Section 13.6(b)(vi), from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party hereto and to the Loss Sharing Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.10, 2.11, 3.5, 5.4 and 13.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 13.6(c).

121

(iv) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Revolving Credit Commitment, and the outstanding balances of its Revolving Credit Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance, (B) except as set forth in (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Credit Document or any other instrument or document furnished pursuant hereto, or the financial condition of Holdings, the Borrowers or any Subsidiary or the performance or observance by Holdings, the Borrowers or any Subsidiary of any of their obligations under this Agreement, any other Credit Document or any other instrument or document furnished pursuant hereto; (C) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (D) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 8.9 or delivered pursuant to Section 9.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (E) such assignee will independently and without reliance upon the US Administrative Agent, the Canadian Administrative Agent, the US Collateral Agent, the Canadian Collateral Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (F) such assignee appoints and authorizes the US Administrative Agent, the Canadian Administrative Agent, the US Collateral Agent and the Canadian Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Credit Documents as are delegated to the US Administrative Agent, the Canadian Administrative Agent, the US Collateral Agent and the Canadian Collateral Agent, respectively, by the terms hereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees to be bound by the terms of the Intercreditor Agreement and the Loss Sharing Agreement and (H) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(v) The US Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at the US Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans (and interest thereon) and any payment made by a Letter of Credit Issuer under any Letter of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Further, the Register shall contain the name and address of the US Administrative Agent and the lending office through which each such Person acts under this Agreement. The entries in the Register shall be conclusive, and the Borrowers, the US Administrative Agent, the Canadian Administrative Agent, the Letter of Credit Issuers, the US Collateral Agent, the Canadian Collateral Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register, as in effect at the close of business on the preceding Business Day, shall be available for inspection by the Borrowers, the Canadian Administrative Agent, the US Collateral Agent, the Canadian Collateral Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(vi) Upon its receipt of and, if required, consent to, a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed administrative questionnaire and the tax form required by Section 5.4 (unless the assignee shall already be a Lender hereunder) and any written consent to such assignment required by Section 13.6(b)(i), the US Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless and until it has been recorded in the Register as provided in this paragraph.

(c) (i) Any Lender may, without the consent of the Company, any Administrative Agent, any Collateral Agent, any Letter of Credit Issuer or the Swingline Lender, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Company, the Administrative Agents, the Collateral Agents, the Letter of Credit Issuers, the Swingline Lender, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement or any other Credit Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 13.1 that affects such Participant. Subject to Section 13.6(c)(ii), the Company agrees that each Participant shall be entitled to the benefits (and subject to the requirements) of Sections 2.10, 2.11, 3.5, 5.4 and 13.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.6(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.8(b) as though it were a Lender; provided such Participant agrees to be subject to Section 13.8(a) as though it were a Lender.

122

(ii) A Participant shall not be entitled to receive any greater payment under Sections 2.10, 2.11, 3.5 or 5.4 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent that the entitlement to a greater payment resulted from a change in Applicable Laws after the Participant became a Participant or unless the sale of the participation to such Participant was made with the Borrower’s prior written consent. Each Lender having sold a participation in any of its Obligations, acting as a non-fiduciary agent of the Company solely for this purpose, shall establish and maintain at its address a record of ownership, in which such Lender shall register by book entry (A) the name and address of each such Participant (and each change thereto, whether by assignment or otherwise) and (B) the rights, interest or obligation of each such Participant in any Obligation, in any Commitment and in any right to receive any principal, interest or other payment hereunder. A Participant listed in the foregoing register shall be treated by the parties as the Participant for all purposes of this Agreement, notwithstanding notice to the contrary.

(d) Any Lender may, without the consent of the Company, the Collateral Agents or the Administrative Agents, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 13 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. In order to facilitate such pledge or assignment, the Borrowers hereby agree that, upon request of any Lender at any time and from time to time after the Borrowers have made their initial borrowing hereunder, the Borrowers shall provide to such Lender, at the Borrowers’ own expense, a promissory note, substantially in the form of Exhibit I, evidencing the Revolving Credit Loans owing to such Lender.

(e) Subject to Section 13.16, the Borrowers authorize each Lender to disclose to any Participant, secured creditor of such Lender or assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning the Borrowers and their Affiliates that has been delivered to such Lender by or on behalf of the Borrowers and their Affiliates pursuant to this Agreement or which has been delivered to such Lender by or on behalf of the Borrowers and their Affiliates in connection with such Lender’s credit evaluation of the Borrowers and their Affiliates prior to becoming a party to this Agreement.

13.7 Replacements of Lenders under Certain Circumstances.

(a) The Company, at its sole expense, shall be permitted to replace any Lender (or any Participant) that (i) requests reimbursement for amounts owing pursuant to Section 2.10, 2.11, 3.5 or 5.4, (ii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (iii) becomes a Defaulting Lender, with a replacement bank or other financial institution; provided that (A) such replacement does not conflict with any Applicable Law, (B) no Event of Default shall have occurred and be continuing at the time of such replacement, (C) the Company shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts) pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be, owing to such replaced Lender prior to the date of replacement, (D) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the US Administrative Agent, (E) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6, (F) any such replacement shall not be deemed to be a waiver of any rights that the Company, the US Administrative Agent or any other Lender shall have against the replaced Lender or that the replaced Lender shall have against the Borrowers and the other parties for indemnity, contribution, payment of disputed and other unpaid amounts and otherwise and (G) such replacement shall materially reduce the future amounts payable pursuant to Section 2.10, 2.11, 3.5 and 5.4 (as applicable).

(b) If any Lender (such Lender a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination, which pursuant to the terms of Section 13.1 requires the consent of all of the Lenders affected or Supermajority Lenders and with respect to which the Required Lenders shall have granted their consent, then provided no Event of Default has occurred and is continuing, the Company shall have the right (unless such Non-Consenting Lender grants such consent), at its own cost and expense, to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans and Commitments to one or more assignees reasonably acceptable to the US Administrative Agent; provided that: (i) all Obligations of the Borrowers owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, (ii) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest and/or fees thereon, (iii) the replacement Lender shall consent to the proposed amendment, waiver, discharge or termination and (iv) all Lenders (except all Non-Consenting Lenders which are simultaneously replaced) have consented to such proposed amendment, waiver, discharge or termination. In connection with any such assignment, the Company, the US Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 13.6.

123

13.8 Payments Generally; Adjustments; Set-off.

(a) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.1(c), 3.3, 3.4 or 12.9, then the US Administrative Agent or the Canadian Administrative Agent, as applicable, may, in their discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the US Administrative Agent, the Canadian Administrative Agent, the Swingline Lender or the Letter of Credit Issuer to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as Cash Collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the US Administrative Agent or the Canadian Administrative Agent, as applicable, in their discretion.

(b) If any Lender (a “benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations or Swingline Loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans or participations, such benefited Lender shall (a) notify the US Administrative Agent or the Canadian Administrative Agent, as applicable, of such fact, and (b) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that, (i) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (ii) the provisions of this paragraph shall not be construed to apply to (A) any payment made by Holdings, the Borrowers or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings or Swingline Loans to any assignee or participant or (C) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

(c) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Company, any such notice being expressly waived by the Company to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrowers hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrowers, as the case may be. Each Lender agrees promptly to notify the Company and the US Administrative Agent or the Canadian Administrative Agent, as applicable, after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

13.9 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Company and the US Administrative Agent.

13.10 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

124

13.11 Integration. This Agreement and the other Credit Documents represent the agreement of Holdings, the Borrowers, the US Administrative Agent, the Canadian Administrative Agent, the US Collateral Agent, the Canadian Collateral Agent, the Co-Collateral Agent, the Swingline Lender, the Letter of Credit Issuers and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the US Collateral Agent, the Canadian Collateral Agent, the US Administrative Agent, the Canadian Administrative Agent, the Co-Collateral Agent, the Swingline Lender, the Letter of Credit Issuers or any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.

13.12 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

13.13 Submission to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the applicable party at its respective address set forth in Section 13.2 or at such other address of which the US Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 13.13 any special, exemplary, punitive or consequential damages.

13.14 Acknowledgments. Each of Holdings and the Borrowers hereby acknowledge that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Credit Documents;

(b) neither the US Administrative Agent, the Canadian Administrative Agent, the US Collateral Agent, the Canadian Collateral Agent, the Co-Collateral Agent, the Swingline Lender, the Letter of Credit Issuers nor any Lender has any fiduciary relationship with or duty to Holdings or the Borrowers arising out of or in connection with this Agreement or any of the other Credit Documents, and the relationship between the US Administrative Agent, the Canadian Administrative Agent, the US Collateral Agent, the Canadian Collateral Agent, the Co-Collateral Agent, the Swingline Lender, the Letter of Credit Issuers and Lenders, on one hand, and Holdings or the Borrowers, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among Holdings, the Borrowers and the Lenders.

13.15 WAIVERS OF JURY TRIAL. HOLDINGS, THE BORROWERS, THE US ADMINISTRATIVE AGENT, THE CANADIAN ADMINISTRATIVE AGENT, THE US COLLATERAL AGENT, THE CANADIAN COLLATERAL AGENT, THE CO-COLLATERAL AGENT, THE SWINGLINE LENDER, THE LETTER OF CREDIT ISSUERS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

125

13.16 Confidentiality. Each Agent, the Lenders, the Joint Bookrunners, the Swingline Lender and the Letter of Credit (the “Recipients”) Issuers agrees to maintain all Information (as defined below) confidential and shall not publish, disclose or otherwise divulge, such Information; provided that nothing herein shall prevent such Recipients from disclosing any Information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by Applicable Law or compulsory legal process based on the advice of counsel (in which case such Recipient agrees (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by Applicable Law, to inform the Company promptly thereof), (b) upon the request or demand of any regulatory authority (including self-regulatory authority, such as the National Association of Insurance Commissioners) having jurisdiction over such Recipient or any of its Affiliates (in which case such Recipient agrees, to the extent practicable and not prohibited by Applicable Law, to inform the Company promptly thereof), (c) to the extent that such Information becomes publicly available other than by reason of improper disclosure by such Recipient or any of its Related Parties thereto in violation of any confidentiality obligations owing to the Company or its Subsidiaries or Affiliates (including those set forth in this Section 13.16), (d) to the extent that such Information is received by such Recipient from a third party that is not, to such Recipient’s knowledge, subject to contractual or fiduciary confidentiality obligations owing to the Company, or any of the Company’s Subsidiaries or Affiliates or any Related Parties thereto, (e) to the extent that such Information is independently developed by such Recipient, (f) to such Recipient’s Affiliates and to its and their respective employees, legal counsel, independent auditors, professionals, rating agencies and other experts or agents who need to know such Information in connection with the administration of the Credit Documents and who are informed of the confidential nature of such Information and who are subject to customary confidentiality obligations of professional practice or who agree to be bound by the terms of this Section 13.16 (or language substantially similar to this paragraph) (with each such Recipient responsible for such Person’s compliance with this Section 13.16), (g) to potential or prospective Lenders, contractual counterparties under Hedging Agreements to be entered into in connection with the Loans, Transferees or pledges referred to in Section 13.6(d) or (h) for purposes of establishing a “due diligence” defense; provided that (i) the disclosure of any such Information to any Lenders, contractual counterparties under Hedging Agreements, Participants or assignees or prospective Lenders contractual counterparties under Hedging Agreements to be entered into in connection with the Loans, Transferees or pledges referred to in Section 13.6(d) referred to above shall be made subject to the acknowledgment and acceptance by such Lender, counterparty, Transferee or pledgee that such Information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to the Company and such Recipient in accordance with the standard syndication processes of such Recipient or customary market standards for dissemination of such type of Information. For the purpose of this Section, “Information” means all non-public information received from or on behalf of Holdings, the Company or any of its Subsidiaries relating to the Company or any of its Subsidiaries or any of their respective businesses.

13.17 Release of Collateral and Guarantee Obligations; Subordination of Liens.

(a) The Lenders hereby irrevocably agree that the Liens granted to the US Collateral Agent and the Canadian Collateral Agent by the Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition of such Collateral (including as part of or in connection with any other Disposition permitted hereunder) to any Person other than the Company or any Subsidiary Guarantor, to the extent such Disposition is made in compliance with the terms of this Agreement (and the US Collateral Agent and the Canadian Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 13.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the applicable Guarantee (in accordance with the second succeeding sentence and Section 24 of the applicable Guarantee), (vi) as required by the US Collateral Agent or the Canadian Collateral Agent to effect any Disposition of Collateral in connection with any exercise of remedies of the US Collateral Agent and the Canadian Collateral Agent pursuant to the Security Documents and (vii) with respect to any Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of such Capital Stock that is not prohibited by the Credit Documents. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Credit Documents. Additionally, the Lenders hereby irrevocably agree that the Guarantors shall be released from the Guarantees (and, if such Guarantors are also Borrowers, from their obligations under this Agreement) upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary or in the case of a Previous Holdings in accordance with the conditions set forth in the definition of “Holdings”. The Lenders hereby authorize the US Administrative Agent, the Canadian Administrative Agent, the US Collateral Agent and the Canadian Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Credit Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated.

126

(b) Notwithstanding anything to the contrary contained herein or any other Credit Document, when all Obligations (other than (i) Cash Management Obligations in respect of any Secured Cash Management Agreements, (ii) Hedging Obligations in respect of any Secured Hedging Agreements and (iii) any contingent indemnification obligations not then due) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized, upon request of the Company, the US Administrative Agent, the Canadian Administrative Agent, the US Collateral Agent and/or the Canadian Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all obligations under any Credit Document, whether or not on the date of such release there may be any (i) Cash Management Obligations in respect of any Secured Cash Management Agreements, (ii) Hedging Obligations in respect of any Secured Hedging Agreements and (iii) any contingent indemnification obligations not then due. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.

(c) Notwithstanding anything to the contrary contained herein or in any other Credit Document, upon request of the Company in connection with any Liens permitted by the Credit Documents, the US Administrative Agent, the Canadian Administrative Agent, the US Collateral Agent and/or the Canadian Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to subordinate the Lien on any Collateral to any Lien permitted under Sections 10.2(c), (e) (solely to the extent if relates to clauses (c), (f) and (q) of Section 10.2), (f), (g), (l), (o), (p), (q), (r), (t) and clause (d) of the definition of “Permitted Liens.”

13.18 USA PATRIOT ACT. Each Lender hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT ACT (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT ACT”), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the PATRIOT ACT.

13.19 CURRENCY INDEMNITY. If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any Credit Document, it becomes necessary to convert into a particular currency (the “Judgment Currency”) any amount due under this Agreement or under any Credit Document in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose “rate of exchange” means the rate at which the US Administrative Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practices. In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of receipt by the US Administrative Agent of the amount due, Borrowers or Guarantor will, on the date of receipt by the US Administrative Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by the US Administrative Agent on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the US Administrative Agent is the amount then due under this Agreement or such Credit Document in the Currency Due. If the amount of the Currency Due which the Administrative Agent is so able to purchase is less than the amount of the Currency Due originally due to it, each Borrower and Guarantor shall indemnify and save the US Administrative Agent and the Lenders harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the Credit Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the US Administrative Agent from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any Credit Document or under any judgment or order.

[SIGNATURE PAGES FOLLOW]

127

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

CAREY INTERMEDIATE HOLDINGS CORP., as Holdings
By:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT

[Signature Page to Revolving Credit Agreement]

ASSOCIATED MATERIALS, LLC, as a US Borrower
By:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT

[Signature Page to Revolving Credit Agreement]

GENTEK HOLDINGS, LLC, as a US Borrower
By:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT

[Signature Page to Revolving Credit Agreement]

GENTEK BUILDING PRODUCTS, INC., as a US Borrower
By:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT

[Signature Page to Revolving Credit Agreement]

GENTEK CANADA HOLDINGS LIMITED, as a Canadian Borrower
By:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT

[Signature Page to Revolving Credit Agreement]

GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP, as a Canadian Borrower
By:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT

[Signature Page to Revolving Credit Agreement]

ASSOCIATED MATERIALS CANADA LIMITED, as a Canadian Borrower
By:	/s/ David S. Brown
	Name:	David S. Brown
	Title:	President, Secretary

[Signature Page to Revolving Credit Agreement]

CAREY NEW FINANCE, INC., as a US Guarantor
By:	/s/ Vicki Hardman
	Name:	Vicki Hardman
	Title:	Vice President

[Signature Page to Revolving Credit Agreement]

UBS AG, STAMFORD BRANCH, as US Administrative Agent, a US Letter of Credit Issuer and US Collateral Agent
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director Banking Products Services. US
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director Banking Products Services. US

[Revolving Credit Agreement]

UBS AG CANADA BRANCH, as Canadian Administrative Agent and Canadian Collateral Agent
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director Banking Products Services. US
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director Banking Products Services. US

[Revolving Credit Agreement]

WELLS FARGO CAPITAL FINANCE, LLC, as Co-Collateral Agent and a Lender
By:	/s/ Victor Barwig
	Name:	Victor Barwig
	Title:	Sr VP

[Revolving Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a US Letter of Credit Issuer and a Canadian Letter of Credit Issuer
By:	/s/ Victor Barwig
	Name:	Victor Barwig
	Title:	VP

[Revolving Credit Agreement]

WELLS FARGO FINANCIAL CORPORATION CANADA, as a Lender
By:	/s/ Lisa M. Gonzales
	Name:	LISA M. GONZALES
	Title:	VICE PRESIDENT

[Revolving Credit Agreement]

UBS LOAN FINANCE, LLC, as Swingline Lender and a Lender
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director Banking Products Services. US
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director Banking Products Services. US

[Revolving Credit Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH, as a US Letter of Credit Issuer and a Lender
By:	/s/ Omayra Laucella
	Name:	Omayra Laucella
	Title:	Vice President
By:	/s/ Paul O’Leary
	Name:	Paul O’Leary
	Title:	Director

[Revolving Credit Agreement]

DEUTSCHE BANK AG CANADA BRANCH, as a Canadian Letter of Credit Issuer and a Lender
By:	/s/ David Gynn
	Name:	David Gynn
	Title:	Chief Financial Officer
By:	/s/ Marcellus Leung
	Name:	Marcellus Leung
	Title:	Assistant Vice President

[Revolving Credit Agreement]

Schedules to the

Revolving Credit Agreement

Schedule 1.1(a)
Commitments and Addresses of Lenders

Canadian Revolving Credit Commitments

		Revolving
		Credit
Lender	Address	Commitment
UBS Loan Finance LLC	c/o UBS AG, Stamford Branch	$	25,000,000
	677 Washington Boulevard
	Stamford, Connecticut 06901
Deutsche Bank AG	Deutsche Bank AG, Canada Branch	$	25,000,000
Canada Branch	199 Bay Street, Suite 4700
	M5L 1E9 Toronto, Canada
Wells Fargo Financial	1100 Abernarthy Road, Suite 1600	$	25,000,000
Corporation Canada	Atlanta Georgia, 30328
	TOTAL	$	75,000,000.00

US Revolving Credit Commitments

		Revolving
		Credit
Lender	Address	Commitment
UBS Loan Finance LLC	c/o UBS AG, Stamford Branch	$	50,000,000
	677 Washington Boulevard
	Stamford, Connecticut 06901
Deutsche Bank AG New	60 Wall Street	$	50,000,000
York Branch	New York, New York 10005
Wells Fargo Capital Finance, LLC	1100 Abernarthy Road, Suite 1600	$	50,000,000
	Atlanta Georgia, 30328
	TOTAL	$	150,000,000.00

- 2 -

Schedule 1.1(b)
Mortgaged Property

Street Address	County	State	Record Owner
4200 Knighthurst Road	Ennis	Texas	Associated Materials, LLC
6320 Colonel Talbot Road	London	Ontario	Associated Materials Canada Limited
2501 Trans Canada Highway	Pointe Claire	Quebec	Associated Materials Canada Limited
1001 Corporate Drive	Burlington	Ontario	Associated Materials Canada Limited

- 3 -

Schedule 1.1(c)
Existing Letters of Credit

			Letter of Credit
Issuance Bank	Beneficiary	Applicant	Number	Expiration Date	Amount
US Letters of Credit
Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association	Liberty Mutual Insurance Company	Gentek Building Products Limited	SM235195W	June 21, 2011 (deemed automatically extended annually unless 60 days prior written notice provided to Beneficiary)	$	30,614.00
Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association	Lumbermans Mutual Casualty Company and/or American Motorists Insurance Company and/or American Manufacturers Mutual Insurance Company	Associated Materials LLC	SM235196W	June 30, 2011 (deemed automatically extended annually unless 60 days prior written notice provided to Beneficiary)	$	125,000.00
Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association	Argonaut Insurance Company	Associated Materials LLC	SM235197W	June 30, 2011 (deemed automatically extended annually unless 60 days prior written notice provided to Beneficiary)	$	375,000.00
Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association	11 Cragwood Associates, LLC	Associated Materials LLC Gentek Building Products Inc.	SM235198W	June 30, 2011 (deemed automatically extended annually unless 60 days prior written notice provided to Beneficiary)	$	100,000.00
Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association	Western Surety Company	Associated Materials LLC	SM235154W	June 30, 2011 (deemed automatically extended unless 60 days prior written notice provided to Beneficiary)	$	425,000.00

- 4 -

			Letter of Credit
Issuance Bank	Beneficiary	Applicant	Number	Expiration Date	Amount
Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association	XL Specialty Insurance Company and/or Greenwich Insurance Company	Associated Materials LLC	SM233894W	January 21, 2011 (deemed automatically extended annually unless 60 days prior written notice provided to Beneficiary)	$	5,561,000.00
Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association	D.L. Peterson Trust and PHH Vehicle Management Services, LLC	Associated Materials LLC	SM236214W	December 4, 2010 (deemed automatically extended annually unless 90 days prior written notice provided to Beneficiary)	$	810,000.00
TOTAL:					$	7,426,614.00
Canadian Letters of Credit in Canadian Dollars
Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association	PHH Vehicle Management Services Inc.	Gentek Building Products Limited Partnership	SM236216W	December 4, 2010 (deemed automatically extended annually unless 90 days prior written notice provided to Beneficiary)	CAD $150,000.00
Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association	US Bank National Association ND	Gentek Building Products Limited Partnership	SM234472W	April 8, 2011	CAD $200,000.00
TOTAL:					CAD $350,000.00

- 5 -

Schedule 6.4(d)
Indebtedness to be refinanced on the Closing Date

None

- 6 -

Schedule 8.12
Subsidiaries

Name	Jurisdiction	Corporate Ownership	Guarantor	Restricted	Unrestricted	Specified	Immaterial
Domestic Subsidiaries
Associated Materials, LLC	Delaware	Carey Intermediate Holdings Corp.	Y	—	—	—	—
		(100%)
Carey New Finance, Inc	Delaware	Associated Materials, LLC	Y	Y	N	N	N
		(100%)
Associated Materials Finance, Inc.	Delaware	Associated Materials, LLC	N	Y	N	N	Y
		(100%)
Gentek Holdings, LLC	Delaware	Associated Materials, LLC	Y	Y	N	Y	N
		(100%)
Gentek Building Products, Inc.	Delaware	Gentek Holdings, LLC	Y	Y	N	Y	N
		(100%)
Canadian Subsidiaries
Associated Materials Canada Limited	Ontario	Gentek Building Products, Inc.	Y	Y	N	Y	N
		(100%)

- 7 -

Name	Jurisdiction	Corporate Ownership	Guarantor	Restricted	Unrestricted	Specified	Immaterial
Gentek Canada Holdings Limited	Ontario	Gentek Building Products, Inc.	Y	Y	N	N	N
		(100%)
Gentek Building Products Limited Partnership	Ontario	Gentek Canada Holdings Limited (0.1%)	Y	Y	N	Y	N
		Associated Materials Canada Limtied (99.9%)

- 8 -

Schedule 8.15
Owned Real Property

Street Address	County	State/Province	Record Owner
3773 State Road	Cuyahoga Falls	OH	Associated Materials, LLC
265 Congress Street	West Salem	OH	Associated Materials, LLC
4200 Knighthurst Road	Ennis	TX	Associated Materials, LLC
7550 East 30th Street	Yuma	AZ	Associated Materials, LLC
880 Moe Drive	Akron	OH	Associated Materials, LLC
6320 Colonel Talbot Road	London	Ontario	Associated Materials Canada Limited
2501 Trans Canada Highway	Pointe Claire	Quebec	Associated Materials Canada Limited
1001 Corporate Drive	Burlington	Ontario	Associated Materials Canada Limited

- 9 -

Schedule 9.17
Post-Closing Covenant

1. Within five (5) business days after the Closing Date; provided that such five (5) business day period may be extended by the US Collateral Agent in its reasonable discretion, the Notes Collateral Agent shall have received all certificates, if any, representing all Capital Stock of the Company and all Capital Stock of each Subsidiary of the Company directly owned by the Borrowers or any Subsidiary Guarantor, in each case as of the Closing Date, pledged under the US Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank (except that no delivery of certificates, instruments of transfer or stock powers shall be required with respect to the pledge of any Capital Stock of any Foreign Subsidiary, other than a Canadian Subsidiary) and the Canadian Collateral Agent shall have received (a) all certificates representing such securities pledged under the Canadian Pledge Agreement and under the Ontario law governed pledge agreement granted by Gentek Building Products, Inc. in favour of the US Collateral Agent, accompanied by instruments of transfer and updated stock powers endorsed in blank and (b) a “perfection by control” opinion from Osler, Hoskin & Harcourt LLP, in form and substance satisfactory to the Canadian Collateral Agent, in respect of any such securities pledged under the Canadian Pledge Agreement and under the Ontario law governed pledge agreement granted by Gentek Building Products, Inc. in favour of the US Collateral Agent and delivered in the Province of Ontario.

2. Within ninety (90) days after the Closing Date; provided that such ninety (90) day period may be extended by the US Collateral Agent in its reasonable discretion, the US Collateral Agent shall have received each of the following documents, with respect to the Mortgaged Property located in the United States which shall be reasonably satisfactory in form and substance to the US Collateral Agent:

(1) Flood Hazard Determinations and Insurance. A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (i) be addressed to the US Collateral Agent, (ii) be completed by a company which has guaranteed the accuracy of the information contained therein, (iii) otherwise comply with the Flood Program; and (iv) identify whether the community in which each Mortgaged Property is located participates in the Flood Program; (C) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgement of receipt of written notification from the Collateral Agent (i) as to the existence of each such Mortgaged Property is located in a Flood Zone, and (ii) as to whether the community in which each such Mortgaged Property is located is participating in the Flood Program; and (D) if any Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount required under the Flood Program, and (iii) has a term ending not later than the sixth anniversary of the Closing Date;

- 10 -

(2) Mortgages. Fully executed counterparts of Mortgages which Mortgages shall cover each Mortgaged Property, together with evidence that counterparts of all the Mortgages have been delivered to the Title Company (as hereinafter defined) for recording in all places to the extent necessary or, in the reasonable opinion of the US Collateral Agent, desirable to effectively create a valid and enforceable second priority mortgage lien on each Mortgaged Property in favor of the US Collateral Agent for its benefit and the benefit of the Secured Parties, securing the Obligations, subject to the Permitted Liens;

(3) Counsel Opinions. An opinion of counsel (which counsel shall be reasonably satisfactory to the US Collateral Agent) in each state in which a Mortgaged Property is located with respect to the due authorization, execution, delivery and enforceability of the Mortgages to be recorded in such state and such other matters as the US Collateral Agent may reasonably request;

(4) Title Insurance. With respect to each Mortgage encumbering any Mortgaged Property, an ALTA mortgagee policy of title insurance (or commitment to issue such a policy having the effect of a policy of title insurance) insuring (or committing to insure) the lien of such Mortgage as a valid and enforceable second priority mortgage or deed of trust lien on the Mortgaged Property described therein, in an amount not more than 100% of the fair market value of such Mortgaged Property as reasonably determined, in good faith, by the Borrowers and reasonably acceptable to the US Collateral Agent, (such policies collectively, the “Mortgage Policies”) issued by issued by one or more title companies (the “Title Company”) reasonably satisfactory to the US Collateral Agent, which reasonably assures the US Collateral Agent that the Mortgages on such Mortgaged Properties are valid and enforceable mortgage liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Liens and liens with junior priority and such Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the US Collateral Agent and shall include such title endorsements as the US Collateral Agent shall reasonably request, to the extent available at commercially reasonably rates (excluding endorsements or coverage related to creditors’ rights);

(5) Survey. The Borrowers and the appropriate Guarantors shall deliver to the Title Company any and all surveys or same as survey affidavits as may be reasonably necessary to cause the Title Company to issue the title insurance required pursuant to clause (iv) above;

(6) Fixture filings. Proper fixture filings under the Uniform Commercial Code on Form UCC-1 for filing under the Uniform Commercial Code in the appropriate jurisdiction in which the Mortgaged Properties are located, desirable to perfect the security interests in fixtures purported to be created by the Mortgages in favor of the US Collateral Agent for its benefit and the benefit of the Secured Parties;

- 11 -

(7) Mortgaged Property Indemnification. With respect to each Mortgaged Property, such affidavits and indemnifications (including a so-called “gap” indemnification) as are customarily required to induce the Title Company to issue the Mortgage Policy/ies and endorsements contemplated above, provided in no event shall such affidavits and indemnifications increase the obligations and liabilities of the Borrowers and the Guarantors hereunder; and

(8) Collateral Fees and Expenses. Evidence reasonably acceptable to the US Collateral Agent of payment by the Borrowers of all Mortgage Policy premiums, search and examination 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.

3. Within thirty (30) business days after the Closing Date; provided that such (30) day period may be extended by the Canadian Collateral Agent in its reasonable discretion, commercially reasonable efforts to obtain PPSA Estoppels for:

(a)	PHH Vehicle Management Services Inc.
(b)	BML Leasing Limited
(c)	Xerox Canada Ltd.
(d)	GE Capital Vehicle and Equipment Leasing Inc.
(e)	Liftcapital Corporation

4. Within thirty (30) business days after the Closing Date; provided that such (30) day period may be extended by the Canadian Collateral Agent in its reasonable discretion, make commercially reasonable efforts to provide evidence of discharge of Liftcapital Corporation PPSA regns not covered by estoppels in 3(e) above.

5. Within thirty (30) business days after the Closing Date; provided that such (30) day period may be extended by the Canadian Collateral Agent in its reasonable discretion, make commercially reasonable efforts to provide evidence of discharge of NB PPSA regn #18921239 filed against Gentek Building Products Limited in favour of James Duffy.

6. Within thirty (90) business days after the Closing Date; provided that such (30) day period may be extended by the Canadian Collateral Agent in its reasonable discretion, make commercially reasonable efforts to provide evidence of discharge of CIPO regns filed in favour of Bank of Nova Scotia.

- 12 -

7. Within thirty (90) business days after the Closing Date; provided that such (30) day period may be extended by the Canadian Collateral Agent in its reasonable discretion, make commercially reasonable efforts to provide evidence of discharge of CIPO regns filed in favour of Deutsche Bank Trust Company Americas as Collateral Agent

Defined Terms:

“Flood Certificate” means a life of loan “Standard Flood Hazard Determination Form” of the Federal Emergency Management Agency and any successor Governmental Authority performing a similar function.

“Flood Program” means the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004, in each case as amended from time to time, and any successor statutes.

“Flood Zone” means areas having special flood hazards as described in the National Flood Insurance Act of 1968, as amended from time to time, and any successor statute.

- 13 -

Schedule 10.1
Closing Date Indebtedness

1. See Schedule 1.1(c) for a list of Existing Letters of Credit

- 14 -

Schedule 10.2
Liens

See Attached

- 15 -

Schedule 10.4
Dispositions

1. Lease Agreement dated December 27, 2004 by and between Associated Materials Incorporated, as landlord, and Ryan Knighthurst Operations, L.P., as tenant, as amended.

- 16 -

Schedule 10.5
Investments

None

- 17 -

Schedule 10.9
Negative Pledge Clauses

None

- 18 -

Schedule 10.12
Transactions with Affiliates

1.	Stockholders Agreement, dated as of October 13, 2010, by and among Carey Investment Holdings Corp., Carey Intermediate Holdings Corp., Associated Materials, LLC, Hellman & Friedman Capital Partners VI, L.P., Hellman & Friedman Capital Partners VI (Parallel), L.P., Hellman & Friedman Capital Executives VI, L.P., Hellman & Friedman Capital Associates VI, L.P., and the stockholders signatory thereto.
2.	Subscription Agreement, dated as of October 13, 2010, by and among Carey Investment Holdings Corp., Carey Intermediate Holdings Corp., Carey Acquisition Corp., Hellman & Friedman Capital Partners VI, L.P., Hellman & Friedman Capital Partners VI (Parallel), L.P., Hellman & Friedman Capital Executives VI, L.P., and Hellman & Friedman Capital Associates VI, L.P.
3.	Agreement and Plan of Merger, dated as of October 13, 2010, between Associated Materials Holdings, LLC and AMH Holdings, LLC.
4.	Agreement and Plan of Merger, dated as of October 13, 2010, between AMH Holdings, LLC and AMH Holdings II, Inc.
5.	Agreement and Plan of Merger, dated as of October 13, 2010, between AMH Holdings II, Inc. and Associated Materials, LLC.

- 19 -

Schedule 13.2
Addresses for Notices

To the Company:

Associated Materials, LLC
3773 State Road
Cuyahoga Falls, Ohio 44223
Attention: Mike Griffith, Director of Treasury Services

To Holdings:

Carey Intermediate Holdings Corp.
3773 State Road
Cuyahoga Falls, Ohio 44223
Attention: Stephen Graham, Vice President — Chief Financial Officer, Treasurer and Secretary

To the U.S. Administrative Agent:

UBS AG, Stamford Branch
677 Washington Boulevard
Stamford, Connecticut 06901
Attention: Marouan Grissa

To Canadian Administrative Agent:

UBS AG Canada Branch
c/o UBS AG, Stamford Branch
677 Washington Boulevard
Stamford, Connecticut 06901
Attention: Marouan Grissa

To the U.S. Collateral Agent:

UBS AG, Stamford Branch
677 Washington Boulevard
Stamford, Connecticut 06901
Attention: Marouan Grissa

To the Canadian Collateral Agent:

UBS AG Canada Branch
c/o UBS AG, Stamford Branch
677 Washington Boulevard
Stamford, Connecticut 06901

Attention: Marouan Grissa

- 20 -

To the Co-Collateral Agent:

Wells Fargo Capital Finance, LLC
1100 Abernarthy Road, Suite 1600
Atlanta, Georgia 30328
Attention: Loan Portfolio Manager

To the Swingline Lender:

UBS Loan Finance LLC
c/o UBS AG, Stamford Branch
677 Washington Boulevard
Stamford, Connecticut 06901
Attention: Marouan Grissa

To the Letter of Credit Issuers:

UBS AG, Stamford Branch
677 Washington Boulevard
Stamford, Connecticut 06901
Attention: Marouan Grissa

Wells Fargo Capital Finance, LLC
1100 Abernarthy Road, Suite 1600
Atlanta, Georgia 30328
Attention: Loan Portfolio Manager

Deutsche Bank AG New York Branch
60 Wall Street
New York, New York 10005
Attention: Omayra Laucella, Vice President

Deutsche Bank AG Canada Branch
199 Bay Street, Suite 4700
M5L 1E9 Toronto, Canada
Attention: Marcellus Leung, Assistant Vice President

- 21 -

Attachment to Schedule 10(a)

ASSOCIATED MATERIALS, LLC D/B/A ALSIDE
U.S. Trademark Registrations & Applications

Mark	Current Owner	Serial No.		Filing Date		Reg. No.		Reg. Date
ALSIDE	Associated Materials, LLC		73/484,883		6/13/1984		1,361,396		9/24/1985
ALSIDE	Associated Materials, LLC		73/484,991		6/13/1984		1,374,768		12/10/1985
ALSIDE — YOUR FRIEND IN THE BUSINESS	Associated Materials, LLC		78/382,430		3/11/2004		3,124,384		8/1/2006
ALSIDE (stylized)	Associated Materials, LLC		73/484,956		6/13/1984		1,362,890		10/1/1985
ALSIDE (stylized)	Associated Materials, LLC		73/459,005		12/29/1983		1,326,987		3/26/1985
ALSIDE (stylized)	Associated Materials, LLC		73/484,971		6/13/1984		1,366,665		10/22/1985
AMHERST	Associated Materials, LLC		78/326,261		11/11/2003		2,982,062		8/2/2005
ARCHITECTURAL CLASSICS	Associated Materials, LLC		78/378,657		3/4/2004		2,959,666		6/7/2005
ARCHITECTURAL SCALLOPS	Associated Materials, LLC		78/122,394		4/17/2002		2,769,198		9/30/2003
BARRIER XP	Associated Materials, LLC		78/342,765		12/18/2003		3,036,616		12/27/2005
BECAUSE LIFE IS FOR LIVING	Associated Materials, LLC		78/306,666		9/29/2003		2,929,845		3/1/2005

Mark	Current Owner	Serial No.		Filing Date		Reg. No.		Reg. Date
BOARD & BATTEN	Associated Materials, LLC		78/180,101		10/30/2002		2,808,598		1/27/2004
BRADENTON PREMIERE	Associated Materials, LLC		77/771,432		6/30/2009
BRIAR-CUT 2000	Associated Materials, LLC		73/484,170		6/8/1984		1,362,889		10/1/1985
BROOKWOOD	Associated Materials, LLC		78/849,340		3/29/2006		3,541,971		12/2/2008
CENTERLOCK	Associated Materials, LLC		78/138,973		6/26/2002		2,741,918		7/29/2003
CENTERLOCK ENERGY CHOICE	Associated Materials, LLC		78/855,572		4/6/2006		3,244,340		5/22/2007
CENTURION	Associated Materials, LLC		78/784,923		1/4/2006		3,244,126		5/22/2007
CHARTER OAK	Associated Materials, LLC		78/127,536		5/9/2002		2,764,215		9/16/2003
CHARTER OAK ENERGY ELITE	Associated Materials, LLC		78/370,408		2/19/2004		2,999,175		9/20/2005
CHROMATRUE	Associated Materials, LLC		77/616,746		11/18/2008		3,755,833		3/2/2010
CLIMASHIELD	Associated Materials, LLC		76/261,919		5/25/2005		2,696,468		3/11/2003
CLIMATECH	Associated Materials, LLC		75/731,557		6/16/1999		2,420,765		1/16/2001
COLORCONNECT	Associated Materials, LLC		78/111,492		2/27/2002		2,775,465		10/21/2003
CONQUEST	Associated Materials, LLC		75/171,036		9/24/1996		2,126,899		1/6/1998
COVENTRY BY ALSIDE	Associated Materials, LLC		77/342,506		12/3/2007		3,577,573		2/17/2009
CYPRESS CREEK	Associated Materials, LLC		77/035,114		11/2/2006		3,540,750		12/2/2008

Page 2 of 19

Mark	Current Owner	Serial No.		Filing Date		Reg. No.		Reg. Date
ENERGYINTEL	Associated Materials, LLC		77/962,486		3/18/2010
ENERGYMAXX	Associated Materials, LLC		78/308,550		10/2/2003		2,958,504		5/31/2005
ETERNA DECK	Associated Materials, LLC		78/130,856		5/23/2002		2,875,556		8/17/2004
ETERNAFENCE	Associated Materials, LLC		78/263,726		6/18/2003		3,060,897		2/21/2006
ETERNAWELD	Associated Materials, LLC		78/453,460		7/20/2004		3,133,969		8/22/2006
EVERRAIL	Associated Materials, LLC		78/593,059		3/23/2005		3,129,028		8/15/2006
EXCALIBUR	Associated Materials, LLC		75/326,044		7/17/1997		2,189,267		9/15/1998
EXCELLENCE SERIES 62	Associated Materials, LLC		77/829,107		9/17/2009
EXTERIOR ACCENTS	Associated Materials, LLC		78/482,503		9/13/2004		3,003,107		9/27/2005
FAIRHAVEN SOUND	Associated Materials, LLC		78/482,510		9/13/2004		3,136,821		8/29/2006
FIRST IMPRESSIONS	Associated Materials, LLC		78/957,791		8/22/2006
FIRST IMPRESSIONS BY ALSIDE	Associated Materials, LLC		77/115,924		2/26/2007
FIRST ON AMERICA’S HOMES	Associated Materials, LLC		73/484,972		6/13/1984		1,361,397		9/24/1985
FIRST ON AMERICA’S HOMES	Associated Materials, LLC		73/484,992		6/13/1984		1,372,534		11/26/1985
FRAMEWORKS	Associated Materials, LLC		77/964,647		3/22/2010
GALLERY	Associated Materials, LLC		76/135,518		9/26/2000		2,901,919		11/9/2004

Page 3 of 19

Mark	Current Owner	Serial No.		Filing Date		Reg. No.		Reg. Date
GALLERY	Associated Materials, LLC		78/472,644		8/24/2004		3,518,129		10/14/2008
GENEVA	Associated Materials, LLC		78/180,107		10/30/2002		2,808,599		1/27/2004
GREENBRIAR	Associated Materials, LLC		78/766,612		12/5/2005		3,250,778		6/12/2007
GREENBRIAR IV	Associated Materials, LLC		74/638,721		2/27/1995		1,945,878		1/2/1996
HARBOR POINTE	Associated Materials, LLC		78/337,637		12/8/2003		3,165,962		10/31/2006
HOMERUN	Associated Materials, LLC		78/116,147		3/20/2002		2,754,487		8/19/2003
ILLUMINATIONS	Associated Materials, LLC		77/771,447		6/30/2009
ISS INSTALLED SALES SOLUTIONS	Associated Materials, LLC		78/855,546		4/6/2006		3,208,465		2/13/2007
LIFEWALL	Associated Materials, LLC		74/231,382		12/17/1991		1,715,783		9/15/1992
LUMINA LX	Associated Materials, LLC		77/829,123		9/17/2009
MERIDIAN	Associated Materials, LLC		77/079,156		1/9/2007		3,485,609		8/12/2008
NEXTSALE NEIGHBORHOOD MARKETING PROGRAM	Associated Materials, LLC		78/440,921		6/24/2004		3,020,158		11/29/2005
ODYSSEY	Associated Materials, LLC		73/588,837		3/19/1986		1,415,900		11/4/1986
ODYSSEY PLUS	Associated Materials, LLC		78/230,631		3/27/2003		3,188,626		12/26/2006

Page 4 of 19

Mark	Current Owner	Serial No.		Filing Date		Reg. No.		Reg. Date
PELICAN BAY	Associated Materials, LLC		78/154,478		8/15/2002		2,801,477		12/30/2003
PLATINUM SERIES INSULATION	Associated Materials, LLC		78/263,725		6/18/2003		3,032,834		12/20/2005
POLYMER P-5000	Associated Materials, LLC		73/531,032		4/8/1985		1,373,253		12/3/1985
PRESERVATION	Associated Materials, LLC		78/236,214		4/10/2003		3,340,790		11/20/2007
PRESERVATION	Associated Materials, LLC		76/203,105		2/1/2001		2,589,831		7/2/2002
PRODIGY	Associated Materials, LLC		78/368,625		2/16/2004		2,979,824		7/26/2005
REVOLUTION	Associated Materials, LLC		78/094,307		11/20/2001		3,074,152		3/28/2006
REVOLUTION BY ALSIDE	Associated Materials, LLC		78/094,312		11/20/2001		3,074,153		3/28/2006
SADDLEWOOD SUPREME	Associated Materials, LLC		74/154,428		4/5/1991		1,704,109		7/28/1992
SATINWOOD	Associated Materials, LLC		73/484,168		6/8/1984		1,376,459		12/17/1985
SAW-KERF	Associated Materials, LLC		72/431,946		8/7/1972		973,218		11/20/1973
SEQUOIA	Associated Materials, LLC		78/326,268		11/11/2003		2,982,063		8/2/2005
SHEFFIELD	Associated Materials, LLC		78/116,496		3/21/2002		2,785,031		11/18/2003
SIGNATURE	Associated Materials, LLC		78/326,273		11/11/2003		2,982,064		8/2/2005
SOLARTHERM	Associated Materials, LLC		77/203,960		6/12/2007		3,525,079		10/28/2008
SOLARZONE	Associated Materials, LLC		78/138,955		6/26/2002		2,805,812		1/13/2004

Page 5 of 19

Mark	Current Owner	Serial No.		Filing Date		Reg. No.		Reg. Date
SUPER STEEL SIDING	Associated Materials, LLC		74/156,139		4/11/1991		1,698,757		7/7/1992
THE ARCHITECTURAL COLOR COLLECTION	Associated Materials, LLC		78/099,211		12/19/2001		2,861,761		7/6/2004
THE CENTURY SERIES	Associated Materials, LLC		73/686,309		9/25/1987		1,494,265		6/28/1988
THE DESIGNER’S SELECTION	Associated Materials, LLC		73/354,368		3/12/1982		1,242,108		6/14/1983
THE NATURE OF SIDING	Associated Materials, LLC		78/717,747		9/21/2005		3,538,704		11/25/2008
THE ULTIMATE FENCE	Associated Materials, LLC		74/411,794		7/13/1993		1,914,954		8/29/1995
TRI-BEAM	Associated Materials, LLC		85/068,313		6/22/2010
TRIMWORKS	Associated Materials, LLC		78/121,757		4/15/2002		2,702,687		4/1/2003
ULTRABEAM	Associated Materials, LLC		76/261,918		5/25/2001		3,194,733		1/2/2007

Page 6 of 19

Mark	Current Owner	Serial No.		Filing Date		Reg. No.		Reg. Date
ULTRAGUARD	Associated Materials, LLC		74/326,518		10/29/1992		1,803,751		11/9/1993
ULTRAMAXX	Associated Materials, LLC		74/107,251		10/19/1990		1,699,824		7/7/1992
VISTAVIEW	Associated Materials, LLC		77/462,060		4/30/2008		3671624		8/25/2009
VYNASOL	Associated Materials, LLC		73/484,174		6/8/1984		1,375,459		12/17/1985
WESTBRIDGE	Associated Materials, LLC		78/138,944		6/26/2002		2,793,070		12/9/2003
WILLIAMSPORT	Associated Materials, LLC		74/059,475		5/16/1990		1,656,826		9/10/1991
WINDOWEXPRESS	Associated Materials, LLC		77/237,478		7/24/2007		3,526,021		10/28/2008

Page 7 of 19

GENTEK BUILDING PRODUCTS, INC.
U.S. Trademark Registrations & Applications

				Filing/
	Current	Serial/		Reg.
Mark	Owner	Reg. #		Date
5 Chevron Design	Gentek Building Products, Inc.		75311151		6-18-97
			2182235		8-18-98
ADVANTAGE	Gentek Building Products, Inc.		73813522		7-19-89
			1593047		4-24-90
ADVANTAGE	Gentek Building Products, Inc.		73636555		1-15-87
			1503931		9-13-88
AMHERST	Gentek Building Products, Inc.		76425066		6-25-02
			2706936		4-15-03
BLUEPRINT SERIES	Gentek Building Products, Inc.		78368665		2-16-04
			3005066		10-4-05
CEDARWOOD	Gentek Building Products, Inc.		73439485		8-15-83
			1309643		12-18-84
CEDARWOOD	Gentek Building Products, Inc.		73573853		12-16-85
			1403757		8-5-86

Page 8 of 19

				Filing/
	Current	Serial/		Reg.
Mark	Owner	Reg. #		Date
CHEVRON CHECK DESIGN	Gentek Building Products, Inc.		75922587		2-16-00
			2426917		2-6-01
COLOR CLEAR THROUGH	Gentek Building Products, Inc.		75608038		12-18-88
			2515846		12-4-01
COLOR CLEAR THROUGH (Divisional)	Gentek Building Products, Inc.		75980482		12-18-98
			2539266		2-19-02
CONCORD	Gentek Building Products, Inc.		76422216		6-18-02
			2709166		4-22-03
DEALER OF DISTINCTION	Gentek Building Products, Inc.		77022898		10-17-06
			3627447		5-26-09
DRIFTWOOD	Gentek Building Products, Inc.		73354281		3-12-82
			1231131		3-15-83
DRIFTWOOD	Gentek Building Products, Inc.		76441508		8-19-02
			2728990		6-24-03

Page 9 of 19

				Filing/
	Current	Serial/		Reg.
Mark	Owner	Reg. #		Date
ENERGYLOGIX	Gentek Building Products, Inc.		77925967		2-2-10
ENFUSION	Gentek Building Products, Inc.		77927257		2-3-10
ESSEX SERIES	Gentek Building Products, Inc.		78490624		9-28-04
			3136858		8-29-06
FAIR OAKS	Gentek Building Products, Inc.		76425065		6-25-02
			2706935		4-15-03
FAIRWEATHER	Gentek Building Products, Inc.		75314281		6-24-97
			2178369		8-4-98
GENTEK	Gentek Building Products, Inc.		75921141		2-16-00
			2419250		1-9-01
GENTEK & Design	Gentek Building Products, Inc.		75310736		6-18-97
			2182231		8-18-98

Page 10 of 19

				Filing/
	Current	Serial/		Reg.
Mark	Owner	Reg. #		Date
GENTEK & Design	Gentek Building Products, Inc.		75920926		2-16-00
			2421398		1-16-01
GENTEK BUILDER SERIES	Gentek Building Products, Inc.		78374795		2-26-04
			3133823		8-22-06
GENTEK MY DESIGN HOME STUDIO & logo	Gentek Building Products, Inc.		77648571		1-13-09
OMNIRAIL	Gentek Building Products, Inc.		78585464		3-11-05
			3134312		8-22-06
OXFORD	Gentek Building Products, Inc.		75314277		6-24-97
			2176755		7-28-98
PORTFOLIO	Gentek Building Products, Inc.		78522608		11-24-04
			3496994		9-2-08
PROCLAD	Gentek Building Products, Inc.		78577644		3-1-05
			3308415		10-9-07
REVERE My Design Home Studio & Logo	Gentek Building Products, Inc.		77648599		1-13-09

Page 11 of 19

				Filing/
	Current	Serial/		Reg.
Mark	Owner	Reg. #		Date
SEQUOIA SELECT	Gentek Building Products, Inc.		76446200		8-30-02
			2734559		7-8-03
SEQUOIA SELECT & Design	Gentek Building Products, Inc.		77613594		11-13-08
			3672099		8-25-09
SIGNATURE	Gentek Building Products, Inc.		74342489		12-21-92
			1788166		8-17-93
SIGNATURE SUPREME	Gentek Building Products, Inc.		74548203		7-11-94
			1942268		12-19-95
SOVEREIGN	Gentek Building Products, Inc.		77110793		02-19-07
			3585207		3-10-09
SOVEREIGN SELECT	Gentek Building Products, Inc.		77110803		02-19-07
			3585208		3-10-09
SOVEREIGN SELECT ENERGY ADVANTAGE	Gentek Building Products, Inc.		77921616		1-27-10

Page 12 of 19

				Filing/
	Current	Serial/		Reg.
Mark	Owner	Reg. #		Date
SOVEREIGN SELECT ENERGYSMART	Gentek Building Products, Inc.		77870231		11-11-09
STEELSIDE	Gentek Building Products, Inc.		74070483		6-18-90
			1685992		5-12-92
TAPESTRY	Gentek Building Products, Inc.		78618262		04-27-05
			3529074		11-4-08
TRILOGY	Gentek Building Products, Inc.		77937960		2-17-09
TRIMESSENTIALS BY GENTEK	Gentek Building Products, Inc.		78439074		6-22-04
			3163566		10-24-06
TRIMESSENTIALS BY REVERE	Gentek Building Products, Inc.		78439083		6-22-04
			3143105		9-12-06

Page 13 of 19

GENTEK BUILDING PRODUCTS LIMITED (0056819)
Canadian Trademark Registrations & Applications

			Filing/
	Current		Reg.
Mark	Owner	Serial/Reg. #	Date
ADVANTAGE	Gentek	815751		6-19-96
		TMA514167		8-10-99
AIR MASTER & Design	Gentek	519428		3-27-84
		TMA299268		1-18-85
ALURITE	Gentek	635859		7-4-89
		TMA371,081		7-20-90
ASTERIX & Design	Gentek	361353		2-12-73
		TMA199543		5-31-74
BARRICADE	Gentek	1,301,163		5-11-06
		TMA699317		10-23-07
CEDARWOOD	Gentek	585514		6-5-87
		TMA350880		2-3-89
CENTENNIAL	Gentek	838079		2-28-97
		TMA497777		7-24-98

Page 14 of 19

			Filing/
	Current		Reg.
Mark	Owner	Serial/Reg. #	Date
CHECKMARK DESIGN	Gentek	785524		6-19-95
		TMA496559		6-22-98
CLIMATIC	Gentek	387603		7-9-75
		TMA216353		10-1-76
COLOR CLEAR THROUGH	Gentek	1019839		6-21-99
		TMA 596853		12-8-03
CONCORD	Gentek	791676		8-31-95
		TMA468462		1-9-97
DEALERS OF DISTINCTION	Gentek	1321510		10-25-06
		TMA756459		1-6-10
ENERGY PLUS	Gentek	712607		9-9-92
		TMA424287		3-4-94
ESTATE CLASSIC	Gentek	640260		9-1-89
		TMA 379690		2-8-91
FAIRHAVEN SOUND	Gentek	1390446		4-14-08
		TMA745480		8-17-09
FAIRWEATHER	Gentek	865176		12-23-97
		TMA520,608		12-15-99
FENETRES NORD-AMERICAINES	Gentek	842497		4-17-97
		TMA499744		8-31-98
FIRST IMPRESSIONS BY GENTEK	Gentek	1336830		02-23-07
		TMA708,617		02-29-08
GENGLASS	Gentek	1348714		5-24-07
		TMA718594		7-16-08
GENTEK	Gentek	785526		6-19-95
		TMA496558		6-22-98
GENTEK & Design	Gentek	785523		6-19-95
		TMA496561		6-22-98

Page 15 of 19

			Filing/
	Current		Reg.
Mark	Owner	Serial/Reg. #	Date
GENTEK BUILDER SERIES	Gentek	1228241		8-25-04
		691130		6-29-07
GENTEK My Design Home Studio & Logo	Gentek	1424466		1-14-09
HALLMARK	Gentek	452397		4-14-80
		TMA250784		9-26-80
HARMONIE DE COULEURS	Gentek	1356862		7-23-07
		TMA728,948		11-20-08
HYGENICIEL	Gentek	373822		3-27-74
		TMA205383		2-21-75
LE RENOVATEUR DE PREMIER CHOIX	Gentek	842492		4-17-97
		TMA537478		11-21-00
LE RENOVATEUR DE PREMIER CHOIX & Design	Gentek	715937		10-30-92
		TMA520412		12-8-99

Page 16 of 19

			Filing/
	Current		Reg.
Mark	Owner	Serial/Reg. #	Date
MOULURESESSENTIALS DE GENTEK	Gentek	1356861		7-23-07
		TMA728,949		11-20-08
NAW & Design	Gentek	842498		4-17-97
		TMA491771		3-23-98
NORTH AMERICAN WINDOWS	Gentek	842499		4-17-97
		TMA499860		8-31-98
NORTHERN FOREST	Gentek	721694		1-28-93
		TMA454110		2-16-96
OXFORD	Gentek	865179		12-23-97
		TMA525528		3-22-00
PREMIUM RENOVATOR & Design	Gentek	715936		10-30-92
		TMA520438		12-9-99

Page 17 of 19

			Filing/
	Current		Reg.
Mark	Owner	Serial/Reg. #	Date
PREMIUM RENOVATOR & Design	Gentek	842491		4-17-97
		TMA537507		11-22-00
RAINAWAY	Gentek	675372		2-6-91
		TMA398777		5-29-92
REGENCY	Gentek	452398		4-14-80
		TMA250,785		9-26-80
REVERE My Design Home Studio & Logo	Gentek	1424474		1-14-09
ROUGHWOOD	Gentek	374971		5-07-74
		TMA209,437		9-12-75
SEQUOIA	Gentek	1272906		9-21-05
		TMA676191		11-2-06
SEQUOIA	Gentek	1228310		8-26-04
		TMA690353		6-20-07
SEQUOIA SELECT & Design	Gentek	1438095		5-14-09

Page 18 of 19

			Filing/
	Current		Reg.
Mark	Owner	Serial/Reg. #	Date
SIERRA	Gentek	1212719		4-8-04
		TMA641140		6-2-05
SIERRA	Gentek	470529		5-27-81
		TMA265537		12-31-81
SIGNATURE	Gentek	1228722		8-31-04
SOVEREIGN	Gentek	1356799		7-23-07
SOVEREIGN SELECT	Gentek	1356800		7-23-07
STEELSIDE	Gentek	1375565		12-11-07
		TMA748073
THERMALOK	Gentek	635942		7-4-89
		TMA371910		8-10-90
THERMALSLIDE	Gentek	449650		2-6-80
		TMA253359		11-28-80
TRIMESSENTIALS BY GENTEK	Gentek	1228339		8-26-04
		TMA694723		8-24-07
VYCAN	Gentek	531926		11-21-84
		TMA310516		1-17-86

Page 19 of 19

Attachment to Schedule 10.2

Liens on property and assets listed in any title insurance policy obtained in respect of a
Mortgaged Property or existing on the Closing Date

1.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: GENTEK BUILDING PRODUCTS, INC.
DELAWARE	GELCO CORPORATION DBA GE CAPITAL FLEET SERVICE	UCC-1	07/23/2001 05/04/2006		10710298

Collateral Encumbered:

(1) 2002 INTERNATIONAL 4400 W/GRUMANN OLSON BODY VIN 1HTMKAAN72H516410.

2.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: GENTEK BUILDING PRODUCTS, INC.
DELAWARE	NMHG Financial Services, Inc.	UCC-1	01/17/2008 06/16/2003		31513277

Collateral Encumbered:

All of the equipment now or hereafter leased by Lessor to Lessee; and all accessions, additions, replacements and substitutions thereto and therefore and all proceeds, including insurance proceeds, thereof.

A1

3.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: GENTEK BUILDING PRODUCTS, INC.
DELAWARE	GELCO CORPORATION DBA GE CAPITAL FLEET SERVICE	UCC-1	07/21/2003 05/01/2008		31852600
DELAWARE	GELCO CORPORATION DBA GE CAPITAL FLEET SERVICE	UCC-1	10/20/2008	Amendment 83524947

Collateral Encumbered:

Any and all equipment of Debtor constituting material handling equipment including, but not limited to forklifts, batteries, charges, order pickers and pallet jacks that are now or hereafter leased from Secured Party together with: (i) all accounts, instruments, documents, general intangibles, security deposits, or reserves; (ii) all repairs, accessories, additions, attachments, replacements, substitutions, or accessions and any related equipment including, but not limited to batteries and chargers; and (iii) all insurance and other proceeds, all as may directly or indirectly arise out of or be related to the equipment identified above. This financing statement is filed for precautionary purposes only and does not and is not intended to change the characterization of the transaction as a lease.

Collateral Encumbered:

Quantity 1 Year 2006 Make DAEWOO Model G25S-ES Type of Equipment FORKLIFT GE UNIT # 21025 SERIAL # CX01900

Quantity 1 Year 2006 Make DAEWOO Model GC25E3 Type of Equipment FORKLIFT GE Unit # 99029 SERIAL # CV-00273 and including all additions, attachments, accessories and accessions thereto, and any and all substitutions, replacements or exchanges therefore, and all insurance and/or other proceeds thereof by and between Lessee and Lessor whether now owned or hereafter acquired.

4.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: GENTEK BUILDING PRODUCTS, INC.
DELAWARE	RAYMOND LEASING CORPORATION	UCC-1	12/27/2007		74886999

Collateral Encumbered:

027062401936 Sideloader Model: 71SL60 Year 2002027062501938 Manuf: Raymond Machine: 36V Sideloader

Manuf: Raymond Machine: 36V Model: 71SL60 Year: 2002027062601935 Sideloader

Manuf: Raymond Machine: 36V Model: 71SL60 Year: 2002027062701934 Sideloader

Manuf: Raymond Machine: 36V Model: 71SL60 Year: 2002027062801937 Sideloader

Manuf: Raymond Machine: 36V Model: 71SL60 Year: 2002027062 95264LQ Battery

Manuf: DEKA Machine: 36V Model 9D16011 Year: 2007002706305265LQ Battery

Manuf: DEKA Machine: 36V Model 9D16011 Year: 2007002706315266LQ Battery

A2

5.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: GENTEK BUILDING PRODUCTS, INC.
DELAWARE	FIRST FLEET CORPORATION	UCC-1	01/08/2008		80081438

Collateral Encumbered:

(1) 2007 International straight truck with Fallsway axle/deck; and (1) 2007 Sterling AT95 straight truck with Fallsway 26’ flatbed body, together with: (i) all parts, attachments accessories and accessions to, and all substitutions and replacements for, such goods; (ii) all accounts, receivables (including, but not limited to those generated through a sublease or third party contract), chattel paper, and general intangibles arising from or related to any sale, lease, rental or other disposition of such goods to third parties, or otherwise resulting from the possession, use or operation of such goods by third parties, including instruments, investment property, deposit accounts, letter of credit rights, and supporting obligations arising thereunder or in connection therewith; (iii) all insurance, warranty and other claims against third

Manuf: DEKA Machine: 36V Model: 9D16011 Year: 2007002706325267LQ Battery

Manuf: DEKA Machine: 36V Model: 9D16011 Year: 2007002706335268LQ Battery

Manuf: DEKA Machine: 36V Model: 9D16011 Year: 2007002706345269LQ Battery

Manuf: DEKA Machine: 36V Model: 9D16011 Year: 2007002706355270LQ Battery

Manuf: DEKA Machine: 36V Model: 9D16011 Year: 2007002706365271LQ Battery

Manuf: DEKA Machine: 36V Model: 9D16011 Year: 2007002706375272LQ Battery

Manuf: DEKA Machine: 36V Model: 9D16011 Year: 2007002706385273LQ Battery

Manuf: DEKA Machine: 36V Model: 9D16011 Year: 200700270639AL73006 Charger

Manuf: ENERSYS Machine: 36V Model: D3E2 Year: 200300270640AL73007 Charger

Manuf: ENERSYS Machine: 36V Model: D3E2 Year: 200300270641AL73010 Charger

Manuf: ENERSYS Machine: 36V Model: D3E2 Year: 200300270642AL73008 Charger

Manuf: ENERSYS Machine: 36V Model: D3E2 Year: 200300270643AL73009 Charger

Manuf: ENERSYS Machine: 36V Model: D3E2 Year: 20030

A3

6.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: GENTEK BUILDING PRODUCTS, INC.
DELAWARE	RAYMOND LEASING CORPORATION	UCC-1	02/07/2008		80468304

Collateral Encumbered:

Manuf: Raymond Machine: 24V Model: R30TT 24V Year: 200802726551198AR

Manuf: DEKA Machine: 24V Model: 12D12515 Year: 20082027265

Munuf: Ametek Machine: 24V Model: 880M112 Year: 200800272657FREIGHT AND INSTALL Freight and Install

Manuf: Freight and Install Model: Freight and Ins Year: 2008

parties with respect to such goods (including claims for rent upon any lease of such goods); (iv) all software and other intellectual property rights used in connection therewith; (v) proceeds of all of the foregoing, including proceeds in the form goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and supporting obligations; and (vi) all books and records regarding the foregoing.

Equipment: Equipment Description VIN/Serial #2007 International straight truck1HTXHSCTXJ5582922007 Fallsway Axle Deck

***0 7912202007 Sterling AT95 straight truck2FZHAZCV37AX867592007 Fallsway 26’ flatbed body ***0791209.

7.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: GENTEK BUILDING PRODUCTS, INC.
DELAWARE	FIRST FLEET CORPORATION	UCC-1	05/19/2008		81715141

Collateral Encumbered:

Sterling Acterra straight truck with Morgan curtainside body and decals, together with: (i) all parts, attachments accessories and accessions to, and all substitutions and replacements for, such goods; (ii) all accounts, receivables (including, but not limited to those generated through a sublease or third party contract), chattel paper, and general intangibles arising from or related to any sale, lease, rental or other disposition of such goods to third parties, or otherwise resulting from the possession, use or operation of such goods by third parties, including instruments, investment property, deposit accounts, letter of credit rights, and supporting obligations arising thereunder or in connection therewith; (iii) all insurance, warranty and other claims against third parties with respect to such goods (including claims for rent upon any lease of such goods); (iv) all software and other intellectual property rights used in connection therewith; (v) proceeds of all of the foregoing, including proceeds in the form of goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and supporting obligations; and (vi) all books and records regarding the foregoing. Equipment: Make VIN/Serial No.2008 MORGAN CURTAINSIDE GVCD9527102**MWI08VB41 8830042008 MISC DECALS DECAL DECAL****** AA77472008 STERLING STRAIGHT TRUCK ACTERRA2FZHCHBS98AAA7747.

A4

8.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: Goodman GENTEK BUILDING PRODUCTS, INC.
DELAWARE	RAYMOND LEASING CORPORATION	UCC-1	11/24/2008		83918297

Collateral Encumbered:

0317403 Serial#: 01955 Desc: Sideloader Manuf: Raymond Model: 71SL60 Year: 2003

0317404 Serial#: 01954 Desc: Sideloader Manuf: Raymond Model: 71SL60 Year: 2003

0317405 Serial#: 2915KR Desc: Battery Manuf: DEKA Model: 9D150-11 Year: 20080

0317406 Serial#: 2916KR Desc: Battery Manuf: DEKA Model: 9D150-11 Year: 20080

0317407 Serial#: 2917KR Desc: Battery Manuf: DEKA Model: 9D150-11 Year: 20080

0317408 Serial#: 2918KR Desc: Battery Manuf: DEKA Model: 9D150-11 Year: 20080

0317409 Serial#: BK88534 Desc: Charger Manuf: Exide Machine: 36 V Mod: D3E218850 YR: 2003

0317410 Serial#: BK88535 Desc: Charger Manuf: Exide Machine: 36V Mod: D3E218850 YR: 2003

9.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ALSIDE, INC.
DELAWARE	PACKAGING CORPORATION OF AMERICA	UCC-1	02/18/2004 11/11/2008		40436966

Collateral Encumbered:

(1) Unimove Lift Tube device with 43’ X 28’ Bridge Crane.

10.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ALSIDE, INC.
DELAWARE	PACKAGING CORPORATION OF AMERICA	UCC-1	8/12/2004 03/11/2009		42276535

Collateral Encumbered:

(100) Collapsible Racks and (25) Mobile Slave Carts.

A5

11.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ALSIDE, INC.
DELAWARE	IBM CREDIT LLC	UCC-1	10/25/2005		53307031

Collateral Encumbered:

All of the following equipment together with all related software, whether no owned or hereafter acquired and wherever located: IBM Equipment Type 3581 7210 7310 9406 9910 9993 9994 9BPP 9SSR All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment or software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss or damage to such equipment and software.

12.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	CISCO SYSTEMS CAPITAL CORPORATION	UCC-1	04/19/2006		61308717

Collateral Encumbered:

The Financing Statement covers all of the Debtor’s right, title and interest, now existing and hereafter arising, in and to the following property, wherever located: (i) all Equipment from time to time subject to that Master Agreement to lease Equipment No. 2514 dated October 8, 1999 between Debtor as lessee and Secured Party as lessor and any and all Schedules from time to time entered into under such Master Agreement, (ii) all insurance, warranty, rental and other claims and rights to payment and chattel paper arising out of such Equipment, and (iii) all books, records and proceeds relating to the foregoing. For purposes of this financing statement, “Equipment” shall be defined as routers, router components, other computer networking and telecommunications equipment and other equipment manufactured by Cisco Systems, Inc., its affiliates and others, together with all software and software license rights relating to the foregoing, and all substitutions, replacements, upgrades, repairs, parts and attachments, improvements and accessions thereto.

A6

13.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	Wells Fargo Equipment Finance, Inc.	UCC-1	01/10/2002 07/14/2006 03/18/2008		20302533

Collateral Encumbered:

All rents and other payments due and to become due, all equipment leased without limitation under said Schedule U dated June 1, 2001 under Agreement of Lease No. AMI98.

14.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	Wells Fargo Equipment Finance, Inc.	UCC-1	03/28/2002 10/05/2006 03/17/2008		20989297

Collateral Encumbered:

All equipment leased under Schedule X dated September 14, 2001, under Agreement of Lease No. AMI98, including without limitation of the equipment identified below; and all proceeds thereof. (no attachment of materials)

15.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	FIRST FLEET	UCC-1	08/01/2003	32000209
	CORPORATION		07/19/2004
			02/22/2006
			07/02/2008
DELAWARE	FIRST FLEET	UCC-1	08/13/2008	Amendment
	CORPORATION			82773891

Collateral Encumbered:

(a) All equipment leased under Schedule AG including (b) all personal property, including vehicles, (c) vehicles having the vehicle identification numbers shown on Lessee’s Certificate of Acceptance, (d) replacements, additions, substitutions, alterations, and modifications of the collateral specified in the clauses above, (e) insurance proceeds and indemnities payable in connection with the collateral and proceeds of all the foregoing equipment: Cormach, CraneAMI, Fallsway, DeckAMI, Freight Liner, Chassis & Cab.

Collateral Encumbered:

THIS IS A FULL ASSIGNMENT.

A7

16.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	NEC Financial Services, Inc.	UCC-1	05/10/2004 04/21/2009		41445206

Collateral Encumbered:

One (1) NEC NEAX2000 IPS Telephone Systems with Voice Mail together with all accessories, additions and attachments thereto, replacements and substitutions therefore and all proceeds thereof, now owned or hereinafter acquired. Lessee has no power to sell or otherwise dispose of said property. Equipment location 19720 Bothell Everett HWY, SE, Bothell, WA, 98012.

17.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	First Fleet Corporation	UCC-1	06/30/2004 05/29/2009		41822313

Collateral Encumbered:

(a) All equipment leased under Schedule AN, dated February 23, 2004 incorporating Agreement of Lease No.: AMI98, (b) all personal property, including vehicles, leased under said Schedules, (c) vehicles and its attachments including but not limited to Manitou forklifts, Cormach Cranes, Clearfield Conveyor, and Fallsway Decks, (d) replacements, additions, substitutions, alterations and modifications of the collateral specified in (b) and (c), (e) insurance proceeds and indemnities payable in connection with the collateral specified in (b) and (c) and (f) the proceeds of all the foregoing equipment: Fallsway 2004 Deck ***AMI98***, Sterling 2005 LT9500 Truck 2FZHAZCG75A,Clearfield 2004 FBR636 Conveyor, Sterling 2004 LT9500 Truck 2FZHAZCG44A, Fallsway 2004 Deck, Cormach 2004 404000e8 Crane, Fallsway 2004 Deck AMI98AN1, Sterling 2004 LT9500 Truck 2FZHAZCGX4A, Sterling 2004 LT9500 Truck 2FZHAZCG14A, Fallsway 2004 Deck N42718, Cormach 2004 404000e6f Crane AMI, Fallsway 2004 Deck AMI98AN1, Sterling 2005 LT9500 Truck 2FZHAZCG35A N62180 Group, 2 1 Manitou 2004 TMT320FLHT Forklift AMI98AN200002, Manitou TMT320FLHT Forklift 750416 Group, 3 4 Fallsway 2004 14 Deck Steel Misc. Slats 4 Manitou 2004 TMT320FLHT Forklift 750419 4 Misc 2004 Upfront Sales Misc Upfront 750419.

A8

18.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	TCF Leasing, Inc., its successors and/or assigns	UCC-1	07/08/2004 07/21/2004 05/29/2009		41906306

Collateral Encumbered:

(a) All equipment leased under Schedule AL, (b) all personal property, including vehicles, leased under said Schedule, (c) vehicles having the vehicle identification numbers shown below and/or on Lessee’s Certificate(s) of Acceptance (d) replacements, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above, (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above and (f) proceeds of all of the foregoing Equipment 1 Capacity 2004 TJ5000 Yard Tractor 4LMBB21194L 014522 1 Misc 2004 Off the Road Misc *Freight* 014522 1 Misc 2004 Lights Power Misc **Lights** 014522.

19.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	First Fleet Corporation	UCC-1	03/08/2005 02/08/2010		50740259

Collateral Encumbered:

(a) All equipment leased under Schedule AX, (b) all personal property, including vehicles, leased under said Schedule, (c) vehicles; including but not limited to International straight trucks, GMC straight truck; Isuzu straight trucks; Ford straight trucks, Sterling straight trucks, Mack straight trucks and Manitou forklift, having the vehicle identification/serial numbers shown below and/or on Lessee’s Certificate(s) of Acceptance, (d) replacements, additions, substitutions, alterations and modifications of the collateral specified in clauses (b) and (c) above, (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above, and (f) proceeds of all the foregoing Equipment: IN1 International 20014900 Straight Truck1HTSDAAN61H 3596632MANITOU 2005TMT320FL ForkliftAMI98AX2 000013GMC 2003Straight TruckAMI98AX3 000014International2004Straight Truck AMI98AX4 00001 International20004700Straight Truck1HTSCAAM6YH 269563International20004700Straight Truck1HTSCAAM2YH 269561 Ford 2000F-650Straight Truck3FDNF6545YM A07145Ford 2000F-650Straight TruckFDNF6528YM A07039Ford 2000F-650Straight Truck3FDNF6541YMA10589FORD 2000F-650 Straight TruckFDNY65621 A586437 International20024400Straight Truck1HTSDAAN82H 410968International20024400Striaght Truck1HTSDAANX2H 410969 International20024400 Striaght tuck 1HTMKAAN72H 515410 Sterling 2002SC7000 Straight Truck 49HAAABV52D K92433MACK 2002 MS200FStraight TruckVG6M116A718 203988MACK 2002MV322Striaght TruckVG6AF05A42B 550440FORD 2002F-650Straight Trcuk 3FDNF65Y32M A040278Misc 2005Upfront Sales TaxAMI98AX8 00001.

A9

20.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	NMHG Financial	UCC-1	05/18/2005	51537530
	Services, Inc.
DELAWARE	NMHG Financial	UCC-1	03/11/2010	Amendment
	Services, Inc.			00828073

Collateral Encumbered:

All of the equipment now or hereafter leased by Lessor to Lessee; and all accessions, additions, replacements and substitutions thereto and thereforehand all proceeds including insurance proceeds thereof.

Collateral Encumbered:

1 Pixall 145750-400094 Superjack Green Bean Harvester

1 Pixall 145750-400093 Superjack Green Bean Harvester

1 Pixall 225750-400697 1500VPC Green Bean Head

1 Pixall 225750-400698 1500VPC Green Bean Head

21.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
DELAWARE	NMHG Financial Services, Inc.	UCC-1	08/08/2005 05/14/2010 05/14/2010		52449735

Collateral Encumbered:

All of the equipment now or hereafter leased by Lessor to Lessee; and all accessions, additions, replacements and substitutions thereto and thereforehand and all proceeds including insurance proceeds thereof.

A10

22.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	First Fleet Corporation	UCC-1	11/22/2005		53613933

Collateral Encumbered:

(a) All equipment leased under Schedule BB, (b) all personal property, including vehicles, leased under said Schedule, (c) vehicles, including but not limited to Freightliner sleeper tractors, having the vehicle identification numbers shown below and/or on Lessee’s Certificate(s) of Acceptance, (d) replacements, additions, substitutions, alterations and modifications of the collateral specified in clauses (b) and (c) above, (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above and (f) proceeds of all the foregoing Equipment:

VIN #12006 FREIGHTLINER CORONADO CC132

(SLEEPER) 1FUJCRCK06P W1076222006 Coronado CC132

(SLEEPER) 1FUJCRCK26P W1076332006 Coronado CC132

(SLEEPER) 1FUJCRCKX6P M43827

23.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	NMHG Financial Services, Inc.	UCC-1	02/17/2006		60592014

Collateral Encumbered:

All of the equipment now or hereafter leased by lessor to lessee; and all accessions, additions, replacements and substitutions thereto and therefor and all proceeds, including insurance proceeds, thereof.

A11

24.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	First Fleet Corporation	UCC-1	02/21/2006		60610097

Collateral Encumbered:

(a) All equipment leased under Schedule BD, (b) all personal property, including vehicles leased under said Schedule, (c) vehicles, including but not limited to Sterling straight trucks; Cormach Crane; Fallsway Deck, Jerr Dan flat bed and Manitou forklift, having the vehicle identification/serial numbers shown below and/or on Lessee’s Certificate(s) of Acceptance, (d) replacements, additions, substitutions, alterations and modifications of the collateral specified in clauses (b) and (c) above and (f) proceeds of all the foregoing equipment:

VIN12006 JERR DAN M-15 (Flat Bed) AMI98BD1 0000712006 Sterling LT8500 (Straight Truck) AMI98BD1 00006332006 Fallsway (Deck) AMI 98BD1 0000422006 Cormach 40400E8 (Crane) AMI98BD1 0000522006 Sterling LT9500 (Straight Truck)AMI 98BD1 00006332006 Fallsway (Deck) AMI98BD1 0000232006 Sterling LT8500 (Straight Truck) AMI98BD1 00003422005 Manitou TMT320FL (Forklift) ******* 751758.

25.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	H.B. FULLER COMPANY	UCC-1	03/07/2006		60868711

Collateral Encumbered:

Equipment located at Alside Windows in Bothell, WA; IEA LEWCO Inc. Heat-Pro HPEC 04L 4 Drum Low Profile Oven, 480-Volt; 4EA GED Emitters 1 K500-Co-Ext-1-Temp

Products: HL-5140, HL-5157, HL5153B.

26.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	CISCO SYSTEMS CAPITAL CORPORATION	UCC-1	04/19/2006		61313634

Collateral Encumbered:

(i) all Equipment from time to time subject to that Master Agreement to lease Equipment No. 2514, (ii) all insurance, warranty, rental and other claims and rights to payment and chattel paper arising out of such Equipment, and (iii) all books, records and proceeds relating to the foregoing. For the purposes of this statement, “Equipment” shall be defined as routers, router components, other computer networking and telecommunications equipment and other equipment, manufactured by Cisco Systems, Inc, its affiliates and others, together with all software and software license rights relating to the foregoing, and all substitutions, replacements, upgrades, repairs, parts and attachments, improvements and accessions thereto.

A12

27.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	IBM Credit LLC	UCC-1	05/16/2006		61654425

Collateral Encumbered:

(i) all Equipment from time to time subject to that Master Agreement to lease equipment No. 2514, (ii) all insurance, warranty, rental and other claims and rights to payment and chattel paper arising out of such Equipment and (iii) all books, records and proceeds relating to the foregoing. For the purposes of this financing statement, “Equipment” shall be defined as routers, router components, other computer networking and telecommunications equipment and others, together with software and software license rights relating to the foregoing, and all substitutions, replacements, upgrades, repairs, parts and attachments, improvements and accessions thereto.

28.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	IBM Credit LLC	UCC-1	05/18/2006		61681287

Collateral Encumbered:

All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement(s) # C95747) : IBM Equipment Type 3580 7210 7310 9406 9992 9993 9994 9BPP 9SSR All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment or software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss or damage to such equipment and software.

29.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	First Fleet Corporation	UCC-1	07/18/2006		62473080

Collateral Encumbered:

All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement(s) # C95744): IBM Equipment Type 9910 9993 All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment or software and any and all proceeds of any of the foregoing including, without limitation, payments under insurance or any indemnity or warranty relating to loss or damage to such equipment and software.

A13

30.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	BANC OF AMERICA LEASING & CAPITAL, LLC	UCC-1	10/30/2006		63775939

Collateral Encumbered:

(a) All Equipment leased under Schedule BF; (b) all personal property, including vehicles, leased under said Schedule; (c) vehicles having the vehicle identification numbers shown on the attached (which suc VIN #’s are not represented in full at the time of this filing); (d) replacements, additions, substitutions, alterations, modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above; and (f) proceeds of all the foregoing EQUIPMENT: STERLING LT9500 (STRAIGHT TRUCK) 2FZHAZCK76A V6417812006 FALLSWAY 26’ (DECK) CUSTOMDECK* V6417812006 FALLSWAY SL1190 (MISC) AXLE******* V6417812006 FALLSWAY (DECK) STRETCHDECK V6417822006 STERLING LT9500 (STRAIGHT TRUCK) 2FZHAZCK56A V6418022006 FALLSWAY 26’ (DECK) CUSTOMDECK* V6418022006 FALLSWAY SL1190 (MISC) AXLE******* V6418032006 STERLING V6418022006 FALLSWAY SL1190 (MISC) AXLE******* V6418032006 LT9500 (STRAIGHT TRUCK) 2FZHAZDE86A V6418232006 FALLSWAY 26’ (DECK) CUSTOMDECK* V6418232006 FALLSWAY SL1190 (MISC) AXLE ******* V6418242006 STERLING LT9500 (STRAIGHT TRUCK) 2FZHAZCK56A V6417742006 FALLSWAY 26’ (DECK) DECK******* V6417742006 FALLSWAY SL1190 (MISC) AXLE*******V6417752006 FALLSWAY 26’ (DECK) AMI98BF1 0005252007 PETERBILT 340 (STRAIGHT TRUCK) 2NPRLD0X07M 73053362007 PETERBILT 340 (STRAIGHT TRUCK 2NPRLD0X27M 73053462006 FALLSWAY 26’ (DECK) ******* 73053472007 INTERNATIONAL 7600 (STRAIGHTTRUCK) 72006 FALLSWAY 26’ (DECK) AMI98BF1 0004372006 FALLSWAY SL1190 (MISC) AMI98BF1 0006482007 INTERNATIONAL 7600 (STRAIGHT TRUCK) AMI98BF1 0002582006 FALLSWAY 26’ (DECK) AMI98BF1 0004482006 FALLSWAY SL1190 (MISC) AMI98BF1 006892007 INTERNATIONAL 7600 (STRAIGHT TRUCK) AMI98BF1 0002692006 FALLSWAY 26’ (DECK) AMI98BF1 0004592006 FALLSWAY SL1190 (MISC) AMI98BF1 00069102007 INTERNATIONAL 7600 (STRAIGHT TRUCK) AMI98BF1 00027102006 FALLSWAY 26’ (DECK) AMI98BF1 00047102006 FALLSWAY SL1190 (MISC) AMI98BF1 00070112007 INTERNATIONAL 7600 (STRAIGHT TRUCK) AMI98BF1 00028112006 FALLSWAY 26’ (DECK) AMI98BF1 00048112006 FALLSWAY SL1190 (MISC) AMI98BF1 00071122007 INTERNATIONAL 7600 (STRAIGHT TRUCK) AMI98BF1 00029122006 FALLWAY 26’ (DECK) AMI98BF1 00049122006 FALLSWAY SL1190 (MISC) AMI98BF1 00072132006 FALLSWAY 26’ (DECK) AMI98BF1 00050132007 INTERNATIONAL 7600 (STRAIGHT TRUCK) AMI98BF100065142006 STERLING LT9513 (STRAIGHT TRUCK) 2FZHAZCVX6A V29810152006 STERLING LT9513 (STRAIGHT TRUCK) 2FZHAZCV56A U03421162006 STERLING LT9513 (STRAIGHT TRUCK) 2FZHAZCV26AV47721172006 STERLING LT9500 (STRAIGHT TRUCK) 172006 MORGAN (CURTAINSIDE) AMI98BF100033182006 STERLING LT9500 (STRAIGHT TRUCK) AMI98BF1 00011182006 MORGAN (CURTAINSIDE) AMI98BF1 00034192006 MORGAN (CURTAINSIDE) AMI98BF1 00035202006 STERLING LT9500 (STRAIGHT TRUCK) AMI98BF1 00013202006 MORGAN (CURTAINSIDE) AMI98BF1 00036212006 STERLING LT9500 (STRAIGHT TRUCK) AMI98BF1 00014212006 MORGAN (CURTAINSIDE) AMI98BF1 00037222006 STERLING LT9500 (STRAIGHT TRUCK) AMI98BF1 00015222006 MORGAN (CURTAINSIDE) AMI98BF1 00038232006 STERLING LT9500 (STRAIGHT TRUCK) AMI98BF1 00016232006 MORGAN (CURTAINSIDE) AMI98BF1 00040242006 STERLING LT9500 (STRAIGHT TRUCK) AMI98BF1 00021242006 FALLSWAY 26’ (DECK) AMI98BF1 AMI98BF1 00051242006 MISC

A14

Collateral Encumbered (continued):

CONEYOR) AMI98BF1 00066GROUP:212006 MANITOU TMT 55 FLHT (FORKLIFT) 75311022006 MANITOU TMT 55 FLHT (FORKLIFT)***** 75364232006 MANITOU TMT 55 FKHT (FORKLIFT)***** 753719142006 MANITOU TMT 55 FLHT (FORKLIFT)***** 752730152006 MANITOU (FORKLIFT)***** 752377162006 MANITOU TMT 55 FLHT (FORKLIFT)***** 752376Group:31 2006 OTTAWA YT30 (YARD TRACTOR) 11VA813E16A 000446Group:412007 INTERNATIONAL 4400 (STRAIGHT TRUCK) AMI98BF4 0000112006 SUPREME 26’ (VAN BODY) AMI98BF4 0002

Pursuant to contract 008-2224853-000568608 KONICA COPIER 50003901 161 661213 KONICA COPIER 205641484 161 661214 KONICA COPIER 50003600 161 661216 KONICA COPIER 50003600 161 661216 KONICA COPIER 50003904 161 661221 KONICA COPIER 50002243 161 661222 KONICA COPIER 50003907 161 661231 KONICA COPIER 50003905 161 661232 KONICA COPIER 50002244 161 661233 KONICA COPIER 50003683 161 661235 KONICA COPIER 50003902 161 661242 KONICA COPIER 50001206 161 661244 KONICA COPIER 50002240 161 661245 KONICA COPIER 50002241 161 661246 KONICA COPIER 50003746 161661247 KONICA COPIER 50002267 161 661248 KONICA COPIER 50003355 161 661249 KONICA COPIER 50003257 161 661254 KONICA COPIER 50002242 161 661255 KONICA COPIER 50002236 161 661257 KONICA COPIER 50003906 161 661258 KONICA COPIER 50003952 161 661260 KONICA COPIER 50003602 161 661261 KONICA COPIER 50002583 161 661262 KONICA COPIER 50003890 161 661263 KONICA COPIER 50003744 161 661264 KONICA COPIER 50002277 161 661265 KONICA COPIER 50002863 161 661266 KONICA COPIER 50002799 161661267 KONICA COPIER 50001520 161661273 KONICA COPIER 50002275 1616661274 KONICA COPIER 50002273 161661275 KONICA COPIER 50002274 161661277 KONICA COPIER 50002276 161661278 KONICA COPIER 50002272 161661279 KONICA COPIER 50001208 161661283 KONICA COPIER 50003871 161661284 KONICA COPIER 50003352 161661285 KONICA COPIER 30740883 180661286 KONICA COPIER 30738757 180661288 KONICA COPIER 30736665 180661289 KONICA COPIER 30735855 180661291 KONICA COPIER 30734756 180661292 KONICA COPIER 30738785 180661293 KONICA COPIER 30734758 180661294 KONICA COPIER 30740871 180661295 KONICA COPIER 30740892 180661297 KONICA COPIER30734746 180661298 KONICA COPIER 30740886 180661299 KONICA COPIER 30734759 180661374 KONICA COPIER 30734742 180661376 KONICA COPIER 30735783 180661377 KONICA COPIER 30738794 180661378 KONICA COPIER 30734739 180661379 KONICA COPIER 30736654 180661380 KONICA COPIER 30740876 180661381 KONICA COPIER 30740879 180 661382 KONICA COPIER 30734132 180 661388 KONICA COPIER 30734129 180 661390 KONICA COPIER 30740895 180 661391 KONICA COPIER 30740882 180 661392 KONICA COPIER 30715546 180 661394 KONICA COPIER 30EE05303 200 661395 KONICA COPIER 30EE11528 200 661396 KONICA COPIER 30EE10952 200 661397 KONICA COPIER 31109042 200 661401 KONICA COPIER 31109045 200 661402 KONICA COPIER 31109116 200 661403 KONICA COPIER 31109205 200 661404 KONICA COPIER 31109129 200 661405 KONICA COPIER 30EE08470 200 661406 KONICA COPIER 30EE08467 200 661407 KONICA COPIER 30EE9965 200 661408 KONICA COPIER 31109108 200 661409 KONICA COPIER 30EE08308 200 661410 KONICA COPIER 31109145 200 661412 KONICA COPIER 31111123 200 661413 KONICA COPIER 30EE08473 200 661414 KONICA COPIER 30EE08168 200 661415 KONICA COPIER 30EE08966 200 661416 KONICA COPIER 30EE08469 200 661418 KONICA COPIER 30EE09147 200 661419 KONICA COPIER 30EE05235 200 661424 KONICA COPIER 30EE05252 200 661426 KONICA COPIER 31111353 200 661427 KONICA COPIER 31109087 200 661428 KONICA COPIER 3111490 200 661430 KONICA COPIER 31111246 200 661431 KONICA COPIER 31111256 200 661432 KONICA COPIER 31111214 200 661433 KONICA COPIER 31115116 200 661437 KONICA COPIER 31112146 200 661441 KONICA COPIER 42GE02559 420PFC661442 KONICA COPIER 42GE02542 420PFC661444 KONICA COPIER 42GE02061 420 661446 KONICA COPIER 42GE01986 420 661448 KONICA COPIER 42GE01964 420 661450 KONICA COPIER 42GE02345 420 661453 KONICA COPIER 42GE01691 420 661455 KONICA COPIER 42GE02341 420 661456 KONICA COPIER 42GE01778 420 661457 KONICA COPIER 42GE01588 420 661458 KONICA COPIER 42GE01788 420 661459 KONICA COPIER 42GE02338 420 661471 KONICA COPIER 42GE01720 420 661473 KONICA COPIER 42GE01717 420 661475 KONICA COPIER 42GE01615 420

A15

Collateral Encumbered (continued):

661476 KONICA COPIER 42GE02107 420 661477 KONICA COPIER 42GE02006 420 661479 KONICA COPIER 42ge02106 420 661480 KONICA COPIER 31114720 350

31.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	BANC OF AMERICA LEASING & CAPITAL, LLC	UCC-1	11/10/2006		63936051

Collateral Encumbered:

Pursuant to contract 008-224853-00: (2224853) 1 KONICA COPIER 161 50003906 1801 BELLE AVE STE 50 10196 6110 99999 460100 SACRAMENTO WY 95838 (2224853) 1 KONICA COPIER 180 30736665 5978 BROADWAY 10157 6110 99999 460100 DENVER 80216 (2224853) 1 KONICA COPIER 180 30738794 2922 I 70 BUS LOOP 10125 6110 99999 460100 GRAND JUNCTION 81504 (2224853) 1 KONICA COPIER 420 42GE02061 70 MEADOW ST 10134 6110 99999 460100 HARTFORD 06114 (2224853) 1 KONICA COPIER 161 50003952 9855 4 MINING DR 10232 6110 99999 460100 JACKSONVILLE 32257 (2224853) 1 KONICA COPIER 200 30EE08966 3122 C SHADER RD 10170 6110 99999 460100 ORLANDO 32808 (2224853) 1 KONICA COPIER 161 50001520 1770 BRECKENRIDGE PKWY 10237 6110 99999 460100 DULUTH 30096 (2224853) 1 KONICA COPIER 180 30735855 4850 N CHURCH LN 10158 6110 99999 460100 SMYRNA 30080 (2224853) 1 KONICA COPIER 420 42GE01964 3820 44^TH AVE 10012 6110 99999 460100 CEDAR RAPIDS 52404 (2224853) 1 KONICA COPIER 161 50003355 1942 E COMMERCIAL 10192 6110 99999 460100 MERIDIAN 83642 (2224853) 1 KONICA COPIER 180 30734742 1470 MARK ST 10131 6110 99999 460100 ELK GROVE VILLAGE 60007 (2224853) 1 KONICA COPIER 180 30734739 512 30^TH AVE 10183 6110 99999 460100 ROCK ISLAND 61201 (2224853) 1 KONICA COPIER 200 31109145 2500 VANTAGE DR 10229 6110 99999 460100 ELGIN 60123 (2224853) 1 KONICA COPIER 200 31109087 4081 RYAN DELANY CTR 10233 6110 99999 460100 GURNEE 60031 (2224853) 1 KONICA COPIER 161 50002236 8400 COLORADO ST 10230 6110 99999 460100 MERRILLVILLE 46410 (2224853) 1 KONICA COPIER 161 50002583 722 BLUE CRAB RD 3B 10234 6110 99999 460100 INDIANAPOLIS 46241 (2224853) 1 KONICA COPIER 161 50003890 5501 W MINNESOTA ST 10236 6110 99999 460100 INDIANAPOLIS 46241 (2224853) 1 KONICA COPIER 180 30715546 6737 E 30^TH 10135 6110 99999 460100 INDIANAPOLIS 46219 (2224853) 1 KONICA COPIER 180 30734746 5000 CRITTENDEN STE C 10142 6110 99999 460100 LOUISVILLE 40209 (2224853) 1 KONICA COPIER 180 30740883 845 WOBURN ST 10182 6110 99999 460100 WILMINGTON 01887 (2224853) 1 KONICA COPIER 200 30EE08308 9 YORK AVE 10164 6110 99999 460100 RANDOLPH 02368 (2224853) 1 KONICA COPIER 200 30EE08470 8729 RITCHIE DR 10167 6110 99999 460100 CAPITOL HEIGHTS 20743 (2224853) 1 KONICA COPIER 200 30EE08467 3721 COMMERCE 10159 6110 99999 460100 BALTIMORE HIGHLANDS 21227 (2224853) 1 KONICA COPIER 350 31114720 1128 WILSO DR BALTIMORE 21223 (2224853) 1 KONICA COPIER 180 30740895 76 ST JAMES PORTLAND 04102 (2224853) 1 KONICA COPIER 161 50002243 862 47^TH ST 10231 6110 99999 460100 GRAND RAPIDS 49509 (2224853) 1 KONICA COPIER 161 50002240 1700 E LINCOLN AVE 10193 6110 99999 460100 MADISON HEIGHTS 48071 (2224853) 1 KONICA COPIER 180 30734759 6061 COMMERCE DR 10168 6110 99999 460100 WESTLAND 48185 (2224853) 1 KONICA COPIER 180 30734758 9775 58^TH ST 10227 6110 99999 460100 MAPLE GROVE 55369 (2224853) 1 KONICA COPIER 200 31109042 400 W 86^TH ST 10154 6110 99999 460100 BLOOMINGTON 55420 (2224853) 1 KONICA COPIER 200 31109045 400 W 86^TH ST 10154 6110 99999 460100 BLOOM 55420 (2224853) 1 KONICA COPIER 161 50002242 2516 N EASTGATE UNIT 8 10166 6110 99999 460100 SPRINGFIELD 65803 (2224853) KONICA COPIER 200 31109108 13880 PARK STEED DR 10179

A16

Collateral Encumbered (continued):

6110 99999 460100 EARTH CITY 63045 (2224853) 1 KONICA COPIER 161 50003352 1724 KING AVE 10130 6110 99999 460100 BILLINGS 59102 (2224853) 1 KONICA COPIER 161 50003746 1306 N 23^RD ST 10126 6110 99999 460100 WILMINGTON 28405 (2224853) 1 KONICA COPIER 161 50003744 324 B EDWARD DR 10181 6110 99999 460100 GREENSBORO 27409 (2224853) 1 KONICA COPIER 180 30740886 3800 FARM GATE RD 10011 4510 99999 460100 KINSTON 28504 (2224853) 1 KONICA COPIER 180 30740879 1215 UNITED DR 10129 6110 99999 460100 RALEIGH 27603 (2224853) 1 KONICA COPIER 200 30EE10952 3005 CROSSPOINT CTR 10146 6110 99999 460100 CHARLOTTE 28217 (2224853) 1 KONICA COPIER 420PFC 42GE02559 2800 FARM GATE RD 10011 4570 99999 460100 KINSTON 28504 (2224853) 1 KONICA COPIER 420PFC 42GE02542 3800 FARM GATE RD 10011 4570 99999 460100 KINGSTON 28504 (2224853) 1 KONICA COPIER 180 3073875735 STYERTOWNE RD 10137 6110 99999 460100 CLIFTON 07012 (2224853) 1 KONICA COPIER 180 30740892 770 EMERSON ST 10186 6110 99999 460100 ROCHESTER 14613 (2224853) 1 KONICA COPIER 180 30740882 6500 NEW VENTURE GEAR 10160 6110 99999 460100 EAST SYRACUSE 13057 (2224853) 1 KONICA COPIER 200 30EE11528 14 KRAFT AVE 10143 6110 99999 460100 ALBANY 12205 (2224853) 1 KONICA COPIER 200 30EE9965 303 WINDING RD 10152 6110 99999 460100 OLD BETHPAGE 11804 (2224853) 1 KONICA COPIER 420 42GE01986 2475 WALDEN AVE 10177 6110 99999 460100 CHEEKTOWAGA NORTHWEST 14225 (2224853) 1 KONICA COPIER 161 205641484 4871 CORPORATE SW 10138 6110 99999 460100 CANTON 44706 (2224853) 1 KONICA COPIER 161 50002244 1385 CONGRESS RD 10007 4570 99999 460100 WEST SALEM 44287 (2224853) 1 KONICA COPIER 161 50001206 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 161 5000 2241 3361 NEEDMORE RD 10133 6110 99999 460100 DAYTON 45414 (2224853) 1 KONICA COPIER 161 50002275 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 161 50002273 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 161 50002274 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 161 50002276 3773 STATE RD 10001 7030 99999 460100 CUYAGA FALLS 44223 (2224853) 1 KONICA COPIER 161 50002272 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 161 50001208 3773 STATE RD 10001 7030 99999 406100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 161 50003871 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 180 30734756 13985 CONGRESS RD 10007 4570 99999 460100 WEST SALEM 44287 (2224853) 1 KONICA COPIER 180 30735783 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 180 30734132 3773 STATE RD 10007 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 180 30734129 3773 STATE RD 10007 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 200 30EE05303 3773 STATE RD 10007 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 200 31109116 13985 CONGRESS RD 10007 4570 99999 460100 WEST SALEM 44287 (2224853) 1 KONICA COPIER 200 31109205 13985 CONGRESS RD 10007 4570 99999 460100 WEST SALEM 44287 (2224853) 1 KONICA COPIER 200 31109129 13985 CONGRESS RD 10007 4570 99999 460100 WEST SALEM 44287 (2224853) 1 KONICA COPIER 200 30EE09147 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 200 30EE05235 14850 W 160^TH ST 10176 6110 99999 460100 CLEVELAND 44135 (2224853) 1 KONICA COPIER 200 30EE05252 925 CALLENDAR BLVD 10173 6110 99999 460100 PAINESVILLE 44077 (2224853) 1 KONICA COPIER 200 31111353 880 MOE DR 10150 6110 99999 460100 AKRON 44310 (2224853) 1 KONICA COPIER 200 31111490 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 200 31111246 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 200 31111256 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853 1 KONICA COPIER 200 31111214 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853 1 KONICA COPIER 200 31115116 9109 MERIDAN WAY WEST CHESTER 45069 (2224853) 1 KONICA COPIER 200 31112146 1770 BRECKENRIDGE PKWY SOLON 44139 (2224853) 1 KONICA COPIER 420 42GE01778 3773 STATE RD 10001 7030 99999 460100 CUYAHOGGA FALLS 44223

A17

Collateral Encumbered (continued):

(2224853) 1 KONICA COPIER 420 42GE01588 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 420 42GE01788 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 420 42GE02338 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 420 42GE01720 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 420 42GE01717 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 420 42GE1615 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 420 42GE02107 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 420 42GE02006 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 42GE02106 3773 STATE RD 10001 7030 99999 460100 CUYAHOGA FALLS 44223 (2224853) 1 KONICA COPIER 161 50003602 5205 NE 158^TH AVE TUALATIN 97062 (2224853) 1 KONICA COPIER 161 50002799 969 MALTACK ST 10238 6110 99999 460100 WEST CHESTER 19383 (2224853) 1 KONICA COPIER 180 30738785 924 MARCON BLVD 10148 6110 99999 460100 ALLENTOWN 18103 (2224853) 1 KONICA COPIER 180 30740876 901 KATIE CT UNION SQ 10171 6110 99999 460100 HARRISBURG 17109 (2224853) 1 KONICA COPIER 200 30EE08473 292 CORLISS ST 10139 6110 99999 460100 PITTSBURGH 15220 (2224853) 1 KONICA COPIER 200 30EE08168 56 ASH CIR 10184 6110 99999 460100 WARMINSTER 18974 (2224853) 1 KONICA COPIER161 50002277 225 A KERMIT LN 10228 6110 99999 460100 RAPID CITY 57701 (2224853) 1 KONICA COPIER 161 50002863 2310 SYCAMORE AVE 10178 6110 99999 460100 KNOXVILLE 37921 (2224853) 1 KONICA COPIER 200 31111123 900 FIBER GLASS RD 10147 6110 99999 460100 NASHVILLE 37210 (2224853) 1 KONICA COPIER 161 50003257 4200 KNIGHTHURST 10008 4570 99999 460100 ENNIS 75119 (2224853) 1 KONICA COPIER 180 30736654 3812 ELM AVE 10145 6110 99999 460100 LUBBOCK 79404 (2224853) 1 KONICA COPIER 420 42GE02345 4200 KNIGHTHURST PLANT 10008 4570 99999 460100 ENNIS 75119 (2224853) 1 KONICA COPIER 420 42GE01691 4200 KNIGHTHURST PLANT 10008 4570 99999 460100 ENNIS 75119 (2224853) 1 KONICA COPIER 420 42GE02341 4200 KNIGHTHURST PLANT 10008 4570 99999 460100 ENNIS 75119 (2224853) 1 KONICA COPIER 161 50003901 915 WEST 2610 S 10151 6110 99999 460100 SALT LAKE CITY 84119 (2224853) 1 KONICA COPIER 161 50003904 485 SOUTH 1325 W 10190 6110 99999 460100 OREM 84058 (2224853) 1 KONICA COPIER 161 50003902 2150 WEST 3300 S 10156 6110 99999 460100 OGDEN 84401 (2224853) 1 KONICA COPIER 200 30EE08469 3433 INVENTORS RD 10189 6110 99999 460100 NORFOLK 23502 (2224853) 1 KONICA COPIER 161 50003600 6701 S GLACIER 10194 6110 99999 460100 TUKWILA 98188 (2224853) 1 KONICA COPIER 50003905 NORTH 909 NELSON 10 10197 6110 99999 460100 SPOKANE 99202 (2224853) 1 KONICA COPIER 161 50002267 2922 SYENE RD 10172 6110 99999 460100 MADISON 53713 (2224853) 1 KONICA COPIER 180 30740871 2917 S 166^TH ST 10161 6110 99999 460100 NEW BERLIN 53151 (2224853) 1 KONICA COPIER 161 50003683 2904 CHARLES AVE 10140 6110 99999 460100 DUNBAR 25064 (2224853) 1 KONICA COPIER 161 50003907 1625 EAST ST 10196 6110 99999 460100 CASPER 82601

A18

32.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	First Fleet Corporation	UCC-1	11/21/2006		64060414

Collateral Encumbered:

(a) All Equipment leased under Schedule BE; (b) all personal property, including vehicles, leased under said Schedules; (c) vehicle, having the vehicle identification numbers shown below and/or on Lessee’s Certificates(s) of Acceptance; (d) replacements, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above; and (f) proceeds of all the foregoing Equipment: Vehicle ID Number (1) 2007 International 4400 Straight Truck HTMKAAO7H 483383 w/ (1) 2006 Supreme 26’ FRP Van Body

33.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	First Fleet Corporation	UCC-1	11/30/2006		64170361

Collateral Encumbered:

(a) All Equipment leased under Schedule BJ; (b) all personal property, including vehicles, leased under said Schedule; (c) vehicle, having the vehicle identification numbers shown below and/or on Lessee’s Certificates(s) of Acceptance; (d) replacements, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above; and (f) proceeds of all the foregoing Equipment: VIN #2007 STRICK DRY VAN TRAILER E991S12E95347E 5174722007 STRICK DRY VAN TRAILER E991S12E95367E 5174732007 STRICK DRY VAN TRAILER E991S12E95387E 5174742007 STRICK DRY VAN TRAILER E991S12E953X7E 5174752007 STRICK DRY VAN TRAILER E991S12E95317E 517476

A19

34.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	FIRST FLEET CORPORATION	UCC-1	12/16/2006		64411724
DELAWARE	FIRST FLEET CORPORATION	UCC-1	05/30/2007		64411724

Collateral Encumbered:

(a) All Equipment leased under ScheduleBE; (b) all personal property, including vehicles, leased under said Schedule; (c) vehicle, having the vehicle identification numbers shown below and/or on Lessee’s Certificates(s) of Acceptance; (d) replacements, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above; and (f) proceeds of all the foregoing Equipment: VIN’s: 2007 FREIGHTLINER SLEEPER CL1201FUJA6CK17L X428942007 FREIGHTLINER SLEEPER CL1201FUJA6C27L Y863422007 FREIGHTLINER SLEEPER CL1201FUJA6CK47L Y863432007 FREIGHTLINER SLEEPER CL1201FUJA6CK97L X429032007 FREIGHTLINER SLEEPER CL1201 FUJA6CK37L X428952007 FREIGHTLINER SLEEPER CL1201FUJA6CK57L X428962007 FREIGHTLINER SLEEPER CL1201FUJA6CK77L X428972007 FREIGHTLINER SLEEPER CL1201FUJA6CK97L X428982007 FREIGHTLINER SLEEPER CL1201FUJA6CK07L X428992007 FREIGHTLINER SLEEPER CL1201FUJA6CK37L X429002007 FREIGHTLINER SLEEPER CL1201FUJA6CK57L X429012007 FREIGHTLINER SLEEPER CL1201FUJA6CK77L X429022007 FREIGHTLINER DAYCAB CORONADO CC1321FUJCRCK07P Y22952

Collateral Encumbered:

Equipment: VIN’s: 2007 FREIGHTLINER SLEEPER CL1201FUJA6CK17L X428942007 FREIGHTLINER SLEEPER CL1201FUJA6CK27L Y863422007 FREIGHTLINER SLEEPER CL1201FUJA6CK47L Y863432007 FREIGHTLINER SLEEPER CL1201FUJA6CK97L X429032007 FREIGHTLINER SLEEPER CL1201FUJA6CK37L X428952007 FREIGHTLINER SLEEPER CL1201FUJA6CK57L X428962007 FREIGHTLINER SLEEPER CL1201FUJA6CK77L X428972007 FREIGHTLINER SLEEPER CL1201FUJA6CK97L X428982007 FREIGHTLINER SLEEPER CL1201FUJA6CK07L X428992007 FREIGHTLINER SLEEPER CL1201FUJA6CK37L X429002007 FREIGHTLINER SLEEPER CL1201FUJA6CK57L X429012007 FREIGHTLINER SLEEPER CL1201FUJA6CK77L X429022007 FREIGHTLINER DAYCAB CORONADO CC1321FUJCRCK07P Y22952

A20

35.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	First Fleet Corporation	UCC-1	02/16/2007		70630250

Collateral Encumbered:

(a) All Equipment leased under Schedule BI; (b) all personal property, including vehicles leased under said Schedule; (c) vehicles, including but not limited to Sterling Straight trucks with Morgan curtainside body, Fallsway deck, and Cormach cranes, having the vehicle identification/serial numbers shown below and/or on Lessee’s Certificate(s) of Acceptance; (d) replacements, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above; and (f) proceeds of all the foregoing Equipment: VIN #2006 MORGAN CURTAINSIDE AMI98BF1 000372007 STERLING STRAIGHT TRUCK ***** Y339722007 STERLING STRAIGHT TRUCK AMI98BI1 000142007 CORMACH CRANE 34000E6 000172007 STERLING STRAIGHT TRUCK AMI98BI1 000132007 CORMACH CRANE 3400E6AMI98BI1 000162007 STERLING STRAIGHT TRUCK AMI98BI1 000152007 CORMACH CRANE 34000E6AMI98BI1 000182007 MORGAN CURTAINSIDE AMI98BF1 000382007 STERLING STRAIGHT TRUCK ***** Y339732007 MORGAN CURTAINSIDE AMI98BI1 000072007 STERLING STRAIGHT TRUCK ***** X544382007 MORGAN CURTAINSIDE AMI98BI1 00082007 STERLING STRAIGHT TRUCK ***** X544392007 MORGAN CURTAINSIDE AMI98BI1 000092007 STERLING STRAIGHT TRUCK ***** X544402007 MORGAN CURTAINSIDE AMI98BI1 000102007 STERLING STRAIGHT TRUCK ***** Z157992007 MORGAN CURTAINSIDE AMI98BI1 000112007 STERLING STRAIGHT TRUCK ***** Z158002007 MORGAN CURTAINSIDE AMI98BI1 000122007 STERLING STRAIGHT TRUCK ***** Z158012006 FALLSWAY DECK 26’ AMI98BF1 000502007 STERLING STRAIGHT TRUCK 2FZHAZCG57A Y27538

36.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELEWARE	FIRST FLEET CORPORATION	UCC-1	02/16/2007		70630375

Collateral Encumbered:

(a) All Equipment leased under Schedule BL, dated January 24, 2007 incorporating Agreement of Lease AMI98, dated June 1, 1998, as amended by Amendment No. 1 effective as of February 11, 1999, and by Amendment No. 2 dated May 31, 2001, each between Debtor as Lessee and First Fleet Corporation as Lessor; (b) all personal property, including vehicles leased under said Schedule; (c) vehicles, including but not limited to Ford straight truck and Fallsway platform, having the vehicle identification/serial numbers shown below and/or on Lessee’s Certificate(s) of Acceptance; (d) replacement, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above; and (f) proceeds of all the foregoing Equipment:

VIN #2007 Fallsway Platform *******6401002007 FORD Straight Truck F4501FDX47P77E B40403

A21

37.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELEWARE	FIRST FLEET CORPORATION	UCC-1	04/03/2007		71240679
DELEWARE	BANK OF THE WEST AND ITS SUCCESSORS OR ASSIGNS	UCC-1	05/29/2008	Amendment 81833068

Collateral Encumbered:

(a) All Equipment leased under Schedule BK, dated March, 2007, incorporating Agreement of Lease AMI98, dated June 1, 1998, as amended by Amendment No. 1 effective as of February 11, 1999, and by Amendment No. 2 dated May 31, 2001, each between Debtor as Lessee and First Fleet Corporation as Lessor; (b) all personal property, including vehicles (trailers), leased under said Schedule; (c) vehicles, including but not limited to Wabash dry van trailers, having the vehicle identification/serial numbers shown below and/or on Lessee’s Certificate(s) of Acceptance; (d) replacements, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable and (f) proceeds of all the foregoing Equipment:

1WABASH 2007DVCVHPC 28 DRY VAN TRAILER1JJV482W58L

1025662WABASH2007DVCVHCP 28 DRY VAN TRAILER1JJV482W78L

1025673WABASH2007DVCVHPC 28 DRY VAN TRAILER1JJV482W98L

1025684WABASH2007DVCVHPC 28 DRY VAN TRAILER1JJV482W08L

1025695WABASH2007DVCVHPC 28 DRY VAN TRAILER1JJV482W78L

1025706WABASH2007DVCVHPC 28 DRY VAN TRAILER1JJV482W98L

1025717WABASH2007DVCVHPC 28 DRY VAN TRAILER1JJV482W08L

1025728WABASH2007DVCVHPC 28 DRY VAN TRAILER1JJV482W28L

1025793WABASH2007DVCVHPC 28 DRY VAN TRAILER1JJV482W48L

10257410WABASH2007DVCVHPC 28 DRY VAN TRAILER1JJV482W68L102575

Collateral Encumbered:

Same as above

38.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELEWARE	FIRST FLEET CORPORATION	UCC-1	04/04/2007		712655700

Collateral Encumbered:

(a) All Equipment leased under Schedule BM, dated March 30, 2007 incorporating Agreement of Lease AMI98, dated June 1, 1998, as amended by Amendment No. 1 effective as of February 11, 1999, and by Amendment No. 2 dated May 31, 2001, each between Debtor as Lessee and First Fleet Corporation as Lessor; (b) all personal property, including vehicles leased under said Schedule; (c) vehicles, including but not limited to Ford straight truck and Fallsway platform, having the vehicle identification/serial numbers shown below and/or on Lessee’s Certificate(s) of Acceptance; (d) replacement, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above; and (f) proceeds of all the foregoing Equipment:

2007 FREIGHTLINER CL120SLEEPER1FUJA6CK07L Y60483

A22

39.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	FIRST FLEET CORPORATION	UCC-1	05/18/2007		71897148

Collateral Encumbered:

(a) All Equipment leased under Schedule BG, dated March 30, 2007 incorporating Agreement of Lease AMI98, dated June 1, 1998, as amended by Amendment No. 1 effective as of February 11, 1999, and by Amendment No. 2 dated May 31, 2001, each between Debtor as Lessee and First Fleet Corporation as Lessor; (b) all personal property, including vehicles leased under said Schedule; (c) vehicles, including but not limited to Ford straight truck and Fallsway platform, having the vehicle identification/serial numbers shown below and/or on Lessee’s Certificate(s) of Acceptance; (d) replacement, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above; and (f) proceeds of all the foregoing Equipment:

Group 1: VIN2008 INTERNATIONAL SLEEPER PROSTAR2HSCWAPR78C 55775

Group 2 : VIN2008 INTERNATIONAL DAYCAB PROSTAR2HSCWAPR98C 55677

Group 3: VIN2007 OTTAWA YARD TRACTOR C-30 11VF813EX7A 000145

40.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
DELAWARE	FIRST FLEET CORPORATION	UCC-1	05/18/2007		71897155

Collateral Encumbered:

(a) All Equipment leased under Schedule BN, dated May 11, 2007 incorporating Agreement of Lease AMI98, dated June 1, 1998, as amended by Amendment No. 1 effective as of February 11, 1999, and by Amendment No. 2 dated May 31, 2001, each between Debtor as Lessee and First Fleet Corporation as Lessor; (b) all personal property, including vehicles leased under said Schedule; (c) vehicles, including but not limited to Ford straight truck and Fallsway platform, having the vehicle identification/serial numbers shown below and/or on Lessee’s Certificate(s) of Acceptance; (d) replacement, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above; and (f) proceeds of all the foregoing Equipment:

VIN2007 STRICK DRY VAN TRAILER E991S12E95337E 5174772007 STRICK DRY VAN TRAILER E991S12E95357E 5174782007 STRICK DRY VAN TRAILER E991S12E95377E 5174792007 STRICK DRY VAN TRAILER E991S12E95337E 517480

A23

41.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
Delaware	FIRST FLEET CORPORATION	UCC-1	06/21/2007		72348802

Collateral Encumbered:

(a) All Equipment leased under Schedule BP, dated June 18, 2007 incorporating Agreement of Lease AMI98, dated June 1, 1998, as amended by Amendment No. 1 effective as of February 11, 1999, and by Amendment No. 2 dated May 31, 2001, each between Debtor as Lessee and First Fleet Corporation as Lessor; (b) all personal property, including vehicles leased under said Schedule; (c) vehicles, including but not limited to Ford straight truck and Fallsway platform, having the vehicle identification/serial numbers shown below and/or on Lessee’s Certificate(s) of Acceptance; (d) replacement, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above; and (f) proceeds of all the foregoing Equipment:

Group 1: STERLING 2007LT9500STRAIGHT TRUCKAMI98BP1 00001FALLSWAY 2000FBR635 (35’)CONVEYORAMI98BP1 0002

Group 2: INTERNATIONAL 20037500STRAIGHT TRUCK1HTWNADT13J 054270FALLSWAY 2007FBR-6-36CONVEYOR*****CL0407 509371

42.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
Delaware	FIRST FLEET CORPORATION	UCC-1	06/28/2007		72456225

Collateral Encumbered:

(a) All Equipment leased under Schedule BQ, dated June 27, 2007 incorporating Agreement of Lease AMI98, dated June 1, 1998, as amended by Amendment No. 1 effective as of February 11, 1999, and by Amendment No. 2 dated May 31, 2001, each between Debtor as Lessee and First Fleet Corporation as Lessor; (b) all personal property, including vehicles leased under said Schedule; (c) vehicles, including but not limited to Ford straight truck and Fallsway platform, having the vehicle identification/serial numbers shown below and/or on Lessee’s Certificate(s) of Acceptance; (d) replacement, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above; and (f) proceeds of all the foregoing Equipment:

1FALLSWAY2007 AXLE AMI98BQ1 000021 FALLSWAY2007SL1190DECK AMI98BQ1 000031STERLING2007LT9500STRAIGHT TRUCK2FZHAZCV97A Y30263

A24

43.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
Delaware	FIRST FLEET CORPORATION	UCC-1	07/17/2007		72684438

Collateral Encumbered:

(a) All Equipment leased under Schedule BO, dated May 18, 2007 incorporating Agreement of Lease AMI98, dated June 1, 1998, as amended by Amendment No. 1 effective as of February 11, 1999, and by Amendment No. 2 dated May 31, 2001, each between Debtor as Lessee and First Fleet Corporation as Lessor; (b) all personal property, including vehicles leased under said Schedule; (c) vehicles, including but not limited to Ford straight truck and Fallsway platform, having the vehicle identification/serial numbers shown below and/or on Lessee’s Certificate(s) of Acceptance; (d) replacement, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above; and (f) proceeds of all the foregoing Equipment:

(1) 2007 Freightliner M2 straight truck with 2007 Morgan GVCD10328102 curtainside body

44.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
Delaware	TECHNOLOGY INVESTMENT PARTNERS, LLC	UCC-1	09/19/2007		73543740

Collateral Encumbered:

All of the equipment and all modifications, additions, replacements and substitutions and proceeds thereto, in whole or in part, on Equipment Lease Agreement # 070638-000 dated September 19, 2007, between Associated Materials Incorporated, as lessee, and Technology Investment Partners, LLC, as lessor, together with all rental payments and other amounts payable under the lease and interest in the software, licenses and services described therein and all rights to payment thereunder, including all warranty claims and rights to any refund, indemnification, and/or abatement to which lessee becomes entitled, no matter how or when arising, whether such rights are classified as accounts, general intangibles, or otherwise.

A25

45.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
Delaware	FIRST FLEET CORPORATION	UCC-1	09/21/2007		73575726

Collateral Encumbered:

(a) All Equipment leased under Schedule BR, dated September 13, 2007 incorporating Agreement of Lease AMI98, dated June 1, 1998, as amended by Amendment No. 1 effective as of February 11, 1999, and by Amendment No. 2 dated May 31, 2001, each between Debtor as Lessee and First Fleet Corporation as Lessor; (b) all personal property, including vehicles leased under said Schedule; (c) vehicles, including but not limited to Ford straight truck and Fallsway platform, having the vehicle identification/serial numbers shown below and/or on Lessee’s Certificate(s) of Acceptance; (d) replacement, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above; and (f) proceeds of all the foregoing Equipment:

1FALLSWAY2007FBR-6-36CONVEYOR*****CL0707 5142211STERLING2007LT9500STRAIGHT TRUCK2FZHAZCV37A Y30260

46.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
Delaware	DE LAGE LANDEN FINANCIAL SERVICES, INC.	UCC-1	09/25/2007 10/29/2008		73625901

Debtor: ASSOCIATED MATERIALS, LLC

Collateral Encumbered:

ALL EQUIPMENT OF ANY MAKE OR MANUFACTURE, TOGETHER WITH ALL ACCESSORIES AND ATTACHMENTS FINACNE FOR OR LEASED TO LESSEE BY LESSOR UNDER MASTER LEASE AGREEMENT NUMBER 509.

A26

47.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
Delaware	FIRST FLEET CORPORATION	UCC-1	10/16/2007		73889457
Delaware	BANK OF WEST AND ITS SUCESSORS	UCC-1	05/28/2008	Amendment 81817186

Collateral Encumbered:

(a) All Equipment leased under Schedule BS, dated October 10, 2007 incorporating Agreement of Lease AMI98, dated June 1, 1998, as amended by Amendment No. 1 effective as of February 11, 1999, and by Amendment No. 2 dated May 31, 2001, each between Debtor as Lessee and First Fleet Corporation as Lessor; (b) all personal property, including vehicles leased under said Schedule; (c) vehicles, including but not limited to Ford straight truck and Fallsway platform, having the vehicle identification/serial numbers shown below and/or on Lessee’s Certificate(s) of Acceptance; (d) replacement, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above; and (f) proceeds of all the foregoing Equipment:

(Description/VIN/Serial#):

1FALLSWAY200726’DECK**********0 7614331STERLING2007LT9500STRAIGHT TRUCK2FZHAZCV77A Y302592FALLSWAY2007FBR-6-36CONVEYORAMI98BS1000042STERLING2007LT9500STRAIGHT TRUCK2FZHAZCV57A Y302613FALLSWAY2007FBR-6-36CONVEYORAMI98BS1 000033STERLING2007LT9500STRAIGHT TRUCK2FZHAZCK07A

Collateral Encumbered

Same as above

48.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
Delaware	FIRST FLEET CORPORATION	UCC-1	11/19/2007		74406178

Collateral Encumbered:

(a) All Equipment leased under Schedule BF, dated May 20, 2006 incorporating Agreement of Lease AMI98, dated June 1, 1998, as amended by Amendment No. 1 effective as of February 11, 1999, and by Amendment No. 2 dated May 31, 2001, each between Debtor as Lessee and First Fleet Corporation as Lessor; (b) all personal property, including vehicles leased under said Schedule; (c) vehicles, including but not limited to Ford straight truck and Fallsway platform, having the vehicle identification/serial numbers shown below and/or on Lessee’s Certificate(s) of Acceptance; (d) replacement, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above; and (f) proceeds of all the foregoing Equipment:

Group 11 STERLING2006LT9500STRAIGHT TRUCK2FZHACK76A 51725222007 FALLSWAY (AXLE) **********0 78168422007 STERLING LT9500 (STRAIGHT TRUCK) 2FZHAZCV57A Y3026132007 FALLSWAY FBR-6-36 (CONVEYOR) ROCHESTER NY LOC#:

29388*****CL0907 51725132007 FALLSWAY (AXLE)*********07 81684332007 STERLING LT9500 (STRAIGHT TRUCK) 2FZHAZCK07A Y30271

A27

49.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
Delaware	FIRST FLEET CORPORATION	UCC-1	12/10/2007		74651526

Collateral Encumbered:

(a) All Equipment leased under Schedule BU, dated November 22, 2007 incorporating Agreement of Lease AMI98, dated June 1, 1998, as amended by Amendment No. 1 effective as of February 11, 1999, and by Amendment No. 2 dated May 31, 2001, each between Debtor as Lessee and First Fleet Corporation as Lessor; (b) all personal property, including vehicles leased under said Schedule; (c) vehicles, including but not limited to Ford straight truck and Fallsway platform, having the vehicle identification/serial numbers shown below and/or on Lessee’s Certificate(s) of Acceptance; (d) replacement, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above; and (f) proceeds of all the foregoing Equipment:

Description/VIN:FREIGHTLINER2008CASCADIA 125SLEEPER 1FUJGLCK48L Z65879

50.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
Delaware	FIRST FLEET CORPORATION	UCC-1	12/19/2007		74804075

Collateral Encumbered:

(1)New Toyota Forklift Model 8FGU25 Serial Number 14143 with a 5,000 lb capacity, Cascade Sideshifter, 48” Forks, Backup Alarm, 189 FSV Mast, Strobe Light, 33 lb LP Tank, Solid Pneumatic Tires Rear Combo Lights

A28

51

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
Delaware	FIRST FLEET CORPORATION	UCC-1	12/31/2007		74914452

Collateral Encumbered:

(a) All Equipment leased under Schedule BW, dated December 12, 2007 incorporating Agreement of Lease AMI98, dated June 1, 1998, as amended by Amendment No. 1 effective as of February 11, 1999, and by Amendment No. 2 dated May 31, 2001, each between Debtor as Lessee and First Fleet Corporation as Lessor; (b) all personal property, including vehicles leased under said Schedule; (c) vehicles, including but not limited to Ford straight truck and Fallsway platform, having the vehicle identification/serial numbers shown below and/or on Lessee’s Certificate(s) of Acceptance; (d) replacement, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above; and (f) proceeds of all the foregoing Equipment:

Group 1: 1INTERNATIONAL2007GCSD97-26BOX**MPA07VB93 707001

Group 2: 1INTERNATIONAL2007STRAIGHT TRUCK1HTXHSCT87J 5585961FALLSWAY2007 ‘FLATBED BODY**********0 7912082FALLSWAY200726 ‘FLATBED BODYAMI98BW2 0000052INTERNATIONAL2007STRAIGHT TRUCK1HTXHSCTX7J 5582923FALLSWAY200726 ‘FALLSWAY BODY**********0 7912093STERLING2007AT9513STRAIGHT TRUCK2FZHAZCV37A X86759

52.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
Delaware	TECHNOLOGY INVESTMENT PARTNERS, LLC	UCC-1	01/09/2008		80110112

Collateral Encumbered:

All of the equipment and all modification, additions, replacements and substitutions and proceeds thereto, in whole or in part, on Lease Agreement #080025-000 dated January 9, 2008, between Associated Materials Incorporated, as lessee, and Technology Investment Partners, LLC as lossor, together with all rental payments and other amounts payable under the lease including all proceeds and insurance proceeds

A29

53.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
Delaware	FIRST FLEET CORPORATION	UCC-1	01/14/2008		80154433

Collateral Encumbered:

(a) All Equipment leased under Schedule BT, dated January 10, 2008 incorporating Agreement of Lease AMI98, dated June 1, 1998, as amended by Amendment No. 1 effective as of February 11, 1999, and by Amendment No. 2 dated May 31, 2001, each between Debtor as Lessee and First Fleet Corporation as Lessor; (b) all personal property, including vehicles leased under said Schedule; (c) vehicles, including but not limited to Ford straight truck and Fallsway platform, having the vehicle identification/serial numbers shown below and/or on Lessee’s Certificate(s) of Acceptance; (d) replacement, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above; and (f) proceeds of all the foregoing Equipment:

1FREIGHTLINER2007M2STRAIGHT TRUCK1FVHCYDJ47HZ158031MORGAN2007GVCD10328102CURTAINSIDE2FREIGHTLINER2007M2STRAIGHT TRUCK1FVHCYDJ667HZ158042MORGAN2007GVCD10326102CURTAINSIDE

54.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
Delaware	H.B. FULLER COMPANY	UCC-1	03/27/2008		81064920

Collateral Encumbered:

The following equipment installed at two locations as shown: Bothell, WAGRACO THERM-O-FLOW PLUS 480 VOLT /MEGA FLOW/65:1 KING/CHECK-MATE 800with 15’hose #115877 hot melt E/S gun # 245198#1. Part # 972803 series # K044SYSTEM #KING/CHECK-MATE 800with 15’ hose # 115877 hotmelt E/S gun # 245198#2. Part 971813 / series # GO3ASYSTEM # HM55-E-36131NNNARN

A30

55.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	GENERAL ELECTRIC CAPITAL CORPORATION	UCC-1	04/04/2008		81196078

Collateral Encumbered:

This Financing Statement covers the equipment and other assets described below and/or on any annex, schedule and/or exhibit hereto (which is to be considered an integral part hereof), plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof

Equipment: 2 2008 moffett model TM55-4 way mounted lift truck serial numbers: G500120, G490230

56.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
Delaware	TECHNOLOGY INVESTMENT PARTNERS, LLC	UCC-1	04/08/2008		81216900
Delaware	NATIONAL CITY COMMERCIAL CAPITAL COMPANY, LLC	UCC-1	10/20/2008	Amendment 83522982

Collateral Encumbered:

All of the equipment and all modification, additions, replacement and substitutions and proceeds thereto, in whole or in part, on Lease Agreement #080269-000 dated April 7, 2008, between Associated Materials Incorporated, as lessee, and Technology Investment Partners, LLC, as lessor, together with all rental payments and other amounts payable under the lease including all in the software, licenses and services described therein and all rights to payment thereunder, including all warranty claims and rights to any refund, indemnification, and/or abatement to which lessee becomes entitled, no matter how or when arising, whether such rights are classified as accounts, general intangibles, or otherwise

Collateral Encumbered:

Secured Party assigns all of its right, title and interest in the above reference financing statement to Assignee

A31

57.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
Delaware	GENERAL ELECTRIC CAPITAL CORPORATION	UCC-1	04/11/2008		81280161

Collateral Encumbered:

This Financing Statement covers the equipment and other assets described below and/or on any annex, schedule and/or exhibit hereto (which is to be considered an integral part hereof), plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof.

Equipment: 1 2008 Combilift model CB6000 Cube Multidirectional Lift Truck, serial number 10303, which includes 234” Triple Mast, 42” Forks, Fork Positioner, Side Shifter, GM Engine, Hydrostatic Drive, Headlights and Back Up Alarm

58.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	GENERAL ELECTRIC CAPITAL CORPORATION	UCC-1	04/23/2008		81418191

Collateral Encumbered:

This Financing Statement covers the equipment and other assets described below and/or on any annex, schedule and/or exhibit hereto (which is to be considered an integral part hereof), plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof

Equipment: (2) 2008 Moffett, model M55, Forklift Trucks, 2 Stage Mast, serial numbers: G350298, G370318 (4) 2008 Moffett, model TM55 4-WAY, Forklift Trucks with Sideshift, serial numbers: H060150, H060010, H010040, H080340

A32

59.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	GENERAL ELECTRIC CAPITAL CORPORATION	UCC-1	05/01/2008		81512761

Collateral Encumbered:

This Financing Statement covers the equipment and other assets described below and/or on any annex, schedule and/or exhibit hereto (which is to be considered an integral part hereof), plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof

Equipment:

1 2008 Combilift model C6000 Forklift Truck w/234” Triple Mast and Side Shifter serial number 10459

1 2008 Combilift model C6000 Forklift Truck w/238” Triple Mast and Side Shifter serial number 10386

1 2008 Combilift model C6000 Forklift Truck w/234” Triple Mast and Side Shifter serial number 10458

60.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	GENERAL ELECTRIC CAPITAL CORPORATION	UCC-1	05/02/2008		81535960

Collateral Encumbered:

This Financing Statement covers the equipment and other assets described below and/or on any annex, schedule and/or exhibit hereto (which is to be considered an integral part hereof), plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof

Equipment: (2) 2007 Caterpillar, model P3000-LP Pneumatic Forklift Trucks with 188”(83) Triplex 3 Stage Mast and Intergral Sideshift, serial numbers: AT3410447, AT3410448

A33

61.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
Delaware	GENERAL ELECTRIC CAPITAL CORPORATION	UCC-1	05/28/2008		81826997

Collateral Encumbered:

This Financing Statement covers the equipment and other assets described below and/or on any annex, schedule and/or exhibit hereto (which is to be considered an integral part hereof), plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof

Equipment: 1 2008 Combilift model CB6000 Forklift Truck serial number: 10303

1 2008 Combilift model C6000 Forklift Truck serial # 10161 w/1 New Spreader Bar, Serial #A-1745

62.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	GENERAL ELECTRIC CAPITAL CORPORATION	UCC-1	06/18/2008		82091070

Collateral Encumbered:

This Financing Statement covers the equipment and other assets described below and/or on any annex, schedule and/or exhibit hereto (which is to be considered an integral part hereof), plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof

Equipment: 4 2008 Moffett model TM55 4-WAY Truck Mounted Forklift serial numbers: H120220, H090220, H080310, H110320

63.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	GENERAL ELECTRIC CAPITAL CORPORATION	UCC-1	07/17/2008		82467361

Collateral Encumbered:

This Financing Statement covers the equipment and other assets described below and/or on any annex, schedule and/or exhibit hereto (which is to be considered an integral part hereof), plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof

Equipment: 1 Moffett model M55 Truck Mounted Forklift serial number G500158

5 2008 Moffett model TM55 4-Way Truck Mounted Forklift serial numbers: H150230, H120320, H140080, H140330, H160250

A34

64.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	XEROX CORPORATION	UCC-1	08/08/2008		82726691

Collateral Encumbered:

ONE (1) XEROX D242OC, ONE (1) XEROX D252EFIO AND ONE (1) XEROX W5687PTC TOGETHER WITH ALL PARTS, ATTACHMENTS, ADDITIONS, REPLACEMENTS AND REPARIRS INCORPORATED IN OR AFFIXED THERETO. THIS FILING IS FOR PROTECTIVE PURPOSES ONLY. NOTHING CONTAINED IN THE FINANCING STATEMENT, NOR THE FILING THEREOF, SHALL BE DEEMED TO CONSTRUE THE LEASE, OR THE LEASING OF THE EQUIPMENT THEREUNDER, AS A CONDITIONAL SALE OR INSTALLMENT SALE AGREEMENT, A LEASE IN THE NATURE OF A SECURITY AGREEMENT OR ANYTHING OTHER THAN A TRUE LEASE OF PERSONAL PROPERTY.

65.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	GENERAL ELECTRIC CAPITAL CORPORATION	UCC-1	08/15/2008		82796942

Collateral Encumbered:

This Financing Statement covers the equipment and other assets described below and/or on any annex, schedule and/or exhibit hereto (which is to be considered an integral part hereof), plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof

Equipment: 1 2008 Combilify model CB6000 Multi-Directional Lift Truck s/n 10699 with Spreader Bar s/n A-1909

66.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS INCORPORATED
Delaware	TECHNOLOGY INVESTMENT PARTNERS, LLC	UCC-1	09/25/2008		83260831

Collateral Encumbered:

All of the equipment and all modifications, additions, replacements and substitutions and proceeds thereto, in whole or in part, on Lease Agreement #080743-000, between Associated Materials Incorporated, as lessee, and Technology Investment Partners, LLC, as lessor, together with all rental payments and other amounts payable under the lease including all proceeds and insurance proceeds, and all of lessee’s right, title and interest in the software, licenses and services described therein and all rights to payment thereunder, including all warranty claims and rights to any refund, indemnification, and/or abatement to which lessee becomes entitled, no matter how or when arising, whether such rights are classified as accounts, general intangibles, or otherwise.

A35

67.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	IBM CREDIT, LLC	UCC-1	12/30/2008		84318729

Collateral Encumbered:

All of the following equipment together with all related software, whether now owned or herafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement(s) # F64256) including one or more of the following: 2096-R07 (IBM), 9993-005 (IBM), 999S-001 (IBM), (BPP-004 (IBM) upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment or software and any and all proceeds of any of the foregoing, including, without limitation, payments under insurance or any indemnity or warrany relating to loss or damage to such equipment and software. IBM Credit LLC files this notice as a precautionary filing. See UCC 9-505. (12/30/08) UCC Log Number: CPD00F64256 0298500

68.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	TOYOTA MOTOR CREDIT CORPORATION	UCC-1	03/12/2009		90191712

Collateral Encumbered:

One new Toyota Forklift model 7FGAU50 serial number 70249 with one Rightline side shifting fork positioned model E15C170223 serial number 085773, one set of 2.25 x 6 x 60 inch forks, and one thirty three pound steel lp tank.

69.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	IBM CREDIT, LLC	UCC-1	03/19/2009		90887114

Collateral Encumbered:

All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement(s) # 011096, 011098, F89860, F89884) including one or more of the following: 1750 — (IBM), 3590 — (IBM), 7014 — (IBM), 1818-53A (IBM), 8852-4YU (IBM), 1818-D1A (IBM), 7014-T42 (IBM), 7995-R2U (IBM), 7998-60x (IBM), 8852-4YU (IBM), 9992-003 (IBM), 9SSR-001 (IBM) all additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacement or exchanges for any such item of equipment or software and any and all proceeds of any of the foregoing, including, without limitation, payments under insurance or any indemnity or warranty relating to loss or damage to such equipment and software. IBM Credit LLC files this notice as a precautionary filing. See UCC 9-505. UCC Log Number: U9077112454 0565968

A36

70.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	IBM CREDIT, LLC	UCC-1	04/15/2009		91195228

Collateral Encumbered:

All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement(s) # F90170) including one or more of the following: 7014-T42 (IBM), 7042-CR4 (IBM), 7212-103 (IBM), 7316-TF3 (IBM), 8203-E4A (IBM), 9992-003 (IBM), 9SSR-001 (IBM) all additions, attachments, accessions and upgrades thereto and any and all substitutions, replacement or exchanges for any such item of equipment or software and any and all proceeds of any of the foregoing, including, without limitation, payments under insurance or any indemnity or warranty relating to loss or damage to such equipment and software. IBM Credit LLC files this notice as a precautionary filing. See UCC 9-505. (04/15/09 UCC Log Number: CPD00F90170 0298500

71.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	THE HUNTINGTON NATIONAL BANK	UCC-1	06/02/2009		91727707

Collateral Encumbered:

All of the property described on attached

Moffett Lift Truck H250270 722 Blue Crab Rd., Suite B, Newport News, VA 23606

Moffett Lift Truck H280230 2917 South 166^th St., New Berlin, WI 53151

Moffett Lift Truck H380360 13880 Parks Steed Dr., Earth City, MOS 63045

Moffett Lift Truck H220570 2922 Syene Rd., Madison, WI 53713

Moffett Lift Truck H340250 405 Maclean Ave, Suite #3, Louisville, KY 40209

Moffett Lift Truck H500280 1830 Lakeland Ave., Ronkonkoma, NY 11779

Moffett Lift Truck H460290 1900 W. Sunset Circel-C12 Springfield, MO 65807

Moffett Lift Truck H350320 1470 Market St., Elk Grove, IL 60007

Moffett Lift Truck H500270 400 West 86^th St., Bloomington, MN 55420

Moffett Lift Truck I0600000 2310 Sycamore Dr., Knoxville, TN 37921

Moffett Lift Truck I090340 880 Moe Dr., Akron, OH 43310

Moffett Lift Truck I040230 8045-B Navarre Rd., Massillon, OH 44646

Moffett Lift Truck H480340 640 Dearborn Park Lane, Columbus, OH 43085

Moffett Lift Truck I040120 3361 Needmore Rd., Dayton, OH 45414

Moffett Lift Truck H4502401045 Brentwood Ct. Unit 18, Lexington, KY 40511

(which list may be all inclusive and may supplemented hereafter), plus all accessories, upgrades, additions, and substitutions, replacement parts, tools, service/training manuals, software licenses, warranty and maintenance agreement, permits and licenses required to own and/or operate the property, subleases, chattel paper and general intangibles, related thereto, and all proceeds there from (including, without limitation, insurance proceeds) now or hereafter existing. The parties hereto acknowledge and agree that said is a true lease and the execution and filing of this financing statement shall not be used as evidence to the contrary

A37

72.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	THE HUNTINGTON NATIONAL BANK	UCC-1	06/03/2009		91743506

Collateral Encumbered:

All of the property described as Cormach Crane Model 34000 E8 with SL1190 Steerable Pusher Axles, Serial #: 850509 (which list may not be all inclusive and may be supplemented hereafter), plus all accessories, upgrades, additions, and substitutions, replacement parts, tools, service/training manuals, software licenses, warranty and maintenance agreement, permits and licenses required to own and/or operate the property, subleases, chattel paper and general intangibles, related thereto, and all proceeds there from (including, without limitation, insurance proceeds) now or hereafter existing. The parties hereto acknowledge and agree that said is a true lease and the execution and filing of this financing statement shall not be used as evidence to the contrary

73.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	THE HUNTINGTON NATIONAL BANK	UCC-1	06/03/2009		91753141

Collateral Encumbered:

All of the property described Conveyor with rear stabilizers SL1190 Axle with ACK 50, Serial #L CL0408527333 (which list may not be all inclusive and may be supplemented hereafter), plus all accessories, upgrades, additions, and substitutions, replacement parts, tools, service/training manuals, software licenses, warranty and maintenance agreement, permits and licenses required to own and/or operate the property, subleases, chattel paper and general intangibles, related thereto, and all proceeds there from (including, without limitation, insurance proceeds) now or hereafter existing. The parties hereto acknowledge and agree that said is a true lease and the execution and filing of this financing statement shall not be used as evidence to the contrary

A38

74.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	THE HUNTINGTON NATIONAL BANK	UCC-1	07/01/2009		92110135

Collateral Encumbered:

All of the property described below (which list may not be all inclusive and may be supplemented hereafter), plus all accessories, upgrades, additions, and substitutions, replacement parts, tools, service/training manuals, software licenses, warranty and maintenance agreement, permits and licenses required to own and/or operate the property, subleases, chattel paper and general intangibles, related thereto, and all proceeds there from (including, without limitation, insurance proceeds) now or hereafter existing. The parties hereto acknowledge and agree that said is a true lease and the execution and filing of this financing statement shall not be used as evidence to the contrary. Cormach Crane with SL1190 Steerable Pusher Axles and Tag Axle Serial #’s 850510 — Crane0911107 — Pusher Axle091166 — Tag Axle15 New Moffett Truck Mounted Lift Trucks Model TM55 4-WAY, Serial #’s: I060250, I130170, I080200, I050240, I130210, I080310, I150150, I150160, I090180, I090350, H480250, I210120, H500140, I180140 and I220250New Combilift Multi-Directional Lift Truck Model CB6000, Serial #: 13970

75.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	TECHNOLOGY INVESTMENT PARTNERS, L.L.C.	UCC-1	09/24/2009		93053680

Collateral Encumbered:

All of the equipment and all modifications, additions, replacements and substitutions and proceeds thereto, in whole or in part, on Lease Agreement #090515-000, together with all rental payments and other amounts payable under the lease including all proceeds and insurance proceeds, and all of lessee’s right, title and interest in the software, licenses and services described therein and all rights to payment thereunder, including all warranty claims and rights to any refund, indemnification, and/or abatement to which lessee becomes entitled, no matter how or when arising, whether such rights are classified as accounts, general intangibles, or otherwise.

A39

76.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	THE HUNTINGTON NATIONAL BANK	UCC-1	9/28/2009		93086201

Collateral Encumbered:

All of the property described below (which list may not be all inclusive and may be supplemented hereafter), plus all accessories, upgrades, additions, and substitutions, replacement parts, tools, service/training manuals, software licenses, warranty and maintenance agreements, permits and licenses required to own and/or operate the property, subleases, chattel paper and general intangibles related thereto, and all proceeds there from (including, without limitation, insurance proceeds) now or hereafter existing. New Moffett Truck Mounted Lift Truck, Model; TM 55 4-Way, Serial #: I270090 New Combilift Multi-Directonal Lift Truck Model: C6000, Serial #: 14178 Telemount Truuck Kit to Suite, Model: TM55 4-Way, Serial #: I05240

77.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	THE HUNTINGTON NATIONAL BANK	UCC-1	11/20/2009		93732739

Collateral Encumbered:

All of the property described as New Moffett Truck Mounted Lift Truck Model TM55 4 Way Serial #: I250030 (which list may not be all inclusive and may be supplemented hereafter), plus all accessories, upgrades, additions, and substitutions, replacement parts, tools, service/training manuals, software licenses, warranty and maintenance agreement, permits and licenses required to own and/or operate the property, subleases, chattel paper and general intangibles related thereto, and all proceeds there from (including, without limitation, insurance proceeds) now or hereafter existing.

A40

78.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	AXIS CAPITAL, INC.	UCC-1	01/29/2010		00320741
Delaware	AXIS CAPITAL, INC.	UCC-1	10/05/2010	Amendment 03463225

Collateral Encumbered:

SECURED PARTY HAS A SECURED INTEREST IN ALL OF THE PERSONAL PROPERTY OF DEBTOR, WHEREVER LOCATED, AND NOW OWNED OR HEREAFTER ACQUIRED, INCLUDING, BUT NOT LIMITED TO, ACCOUNTS, INCLUDING, BUT NOT LIMITED TO, ACCOUNTS, INCLUDING ACCOUNTS RECEIVABLE, FIXTURES, TRADE FIXTURES, CHATTEL PAPER, GOODS, INVENTORY, EQUIPMENT, INSTRUMENTS, DOCUMENTS, GENERAL INTAGIBLES, (INCLUDING PAYMENT INTANGIBLES), SUPPORTING OBLIGATIONS, AND, TO THE EXTENT NOT LISTED ABOVE AS ORIGINAL COLLATERAL, PROCEEDS AND PRODUCTS OF THE FOREGOING.

Collateral Encumbered:

ALL EQUIPMENT NOW OR HEREAFTER ACQIRED THAT IS COVERED BY ONE OR MORE LEASES AND/PR SECURITY AGREEMENTS BETWEEN DEBTOR AND SECURED PARTY ENTERED INTO IN THE PAST OR IN THE FUTURE, INCLUDING WITHOUT LIMITATION ALL PROCEEDS AND INSURANCE RELATING TO SAID EQUIPMENT AND ALL SUBSTITUTIONS, ACCESSIONS, AND REPLACEMENTS RELATING TO SAID EQUIPMENT, NOW OR HEREAFTER ACQUIRED. ALL EQUIPMENT RELATING TO LEASE #922406

79.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	CISCO SYSTEMS CAPITAL CORPORATION	UCC-1	02/01/2010		00349989

Collateral Encumbered:

This covers all of the Debtor’s right, title and interest, now existing and hereafter arising, in and to the following property, wherever located: (i) all Equipment from time to time between Debtor as lessee and Secured Party as lessor and any and all Schedules from time to time entered into or prepared in connection with any Master Agreement, (ii) all insurance, warranty, rental and other claims and rights to payment and chattel paper arising out of such Equipment, and (iii) all books, records and proceeds relating to the forgoing. Equipment shall be defined as routers, router components, other computer networking and telecommunications equipment and other equipment, manufactured by Cisco Systems, Inc., its affiliates and others, together with all software and software license rights relating to the foregoing, and all substitutions, replacements, upgrades, repairs, parts and attachments, improvements and accessions thereto.

A41

80.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	WELLS FARGO EQUIPMENT FINANCE, INC.	UCC-1	03/12/2010		00849491

Collateral Encumbered:

(1) New 2007 Hiab H322 6.7 Crane Serial Number 3220500 mounted on (1) New 2007 Sterling Model LT9513 Chassis VIN 2FZHAZCV57AW90356 together with all options, attachments and accessories.

81.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	TOYOTA MOTOR CREDIT CORPORATION	UCC-1	04/30/2010		01522329

Collateral Encumbered:

EIGHT NEW TOYOTA FORKLIFTS MODEL: 8FGCU23 S/N: 27668, 27654, 27725, 27688, 27615, 27619, 27633

82.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	FIRST FLEET CORPORATION	UCC-1	06/30/2010		02275703

Collateral Encumbered:

(a) All Equipment leased under Schedule AY; (b) all personal property, including vehicles, leased under said Schedule; (c) vehicles, including but not limited to Sterling straight trucks; Cormach cranes; Fallsway decks and Manitou forklift, having the VIN’s shown below and/or Lessee’s Certificate(s) of Acceptance; (d) replacements, additions, substitutions, alterations, and modifications of the collateral specified in clauses (b) and (c) above; (e) insurance proceeds and indemnities payable in connection with the collateral specified in clauses (b) and (c) above; and (f) proceeds of all the foregoing Equipment: Group-1 (1) Cormach 2005 40400e8 Crane 492002 (1) Sterling 2005 LT9500 Straight Truck 2FZHAZCG95A V05319 (1) Fallsway 2005 Deck Misc Deck V05319 (2) Cormach 2005 4040E8 Crane 492003 (2) Sterling 2005 LT9500 Straight Truck 2FZHAZCG75A V05318 (2) Fallsway 2005 Deck Misc V05318 (3) Peterbilt 2005 357 Straight Truck 1NPALU0X75N 874946 (3) Fakkway 2005 Deck Misc 874946 Group-2 (3) Manitou 2005 TMT320 FLHT Forklift 752024

A42

83.

Jurisdiction	Secured Party	Filing Type	Filing Date	Filing Number
Debtor: ASSOCIATED MATERIALS, LLC
Delaware	KONICA MINOLTA PREMIER FINANCE	UCC-1	08/18/2010		02881963

Collateral Encumbered:

All Equipment described herein or otherwise, leased to or financed for the Debtor by Secured Party under the certain Premier Lease Agreement No. 7691428-002 including all accessories, accessions, replacements, additions, substitutions, add-ons and upgrades thereto, and any proceeds therefrom.

84.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gentek Limitee
Nova Scotia	PHH Vehicle Management Services Inc.	12/03/2008	12/03/2013	14717078

Collateral Encumbered:

All present and future motor vehicles (including, without limitation, passenger automobiles, vans, trucks, truck-tractors, truck-trailers, truck-chassis and truck bodies), automotive equipment (including, without limitation, trailers, boxes, and refrigeration units), materials-handling equipment and other goods (whether similar or dissimilar to the foregoing) leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds (as defined below) of or relating to any of the foregoing. Proceeds: All proceeds of any of the above collateral in an form (including, without limitation, goods, documents of title, chattel paper, securities, instruments, money and intangibles (as each such term is defined in the Personal Property Security Act) derived directly of (sic) indirectly from any dealing with any of the above collateral or any proceeds thereof.

A43

85.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited Partnership/Gentek Canada Holdings Limited
Nova Scotia	PHH Vehicle Management Services Inc.	01/22/2010	01/22/2015		16198517

Collateral Encumbered:

All present and future motor vehicles (including, without limitation, passenger automobiles, vans, trucks, truck-tractors, truck-trailers, truck-chassis and truck bodies), automotive equipment (including, without limitation, trailers, boxes, and refrigeration units), materials-handling equipment and other goods (whether similar or dissimilar to the foregoing) leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds (as defined below) of or relating to any of the foregoing. Proceeds: All proceeds of any of the above collateral in an form (including, without limitation, goods, documents of title, chattel paper, securities, instruments, money and intangibles (as each such term is defined in the Personal Property Security Act) derived directly of (sic) indirectly from any dealing with any of the above collateral or any proceeds thereof.

86.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products LTD
Nova Scotia	Penske Truck Leasing Canada Inc./Locations de Camions Penske Canada Inc.	10/31/2005	10/31/2012		10306835

Collateral Encumbered:

Together with all attachments accessories accessions replacements substitutions additions and improvements thereto, including, but not limited to Xata and Qualcomm Systems, and all proceeds in any form derived directly or indirectly from any sale and or dealings with the collateral and a right to an insurance payment or other payment that indemnifies or compensates for loss or damage to the collateral or proceeds of the collateral.

Serial Numbered Collateral:

2006 Freightliner M2 Motor Vehicle S/N 1FVACXDC86HW06296

A44

87.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gentek Limtee
New Brunswick	PHH Vehicle Management Services Inc.	12/03/2008	12/03/2013		16974872

Collateral Encumbered:

All present and future motor vehicles (including, without limitation, passenger automobiles, vans, trucks, truck-tractors, truck-trailers, truck-chassis and truck bodies), automotive equipment (including, without limitation, trailers, boxes, and refrigeration units), materials-handling equipment and other goods (whether similar or dissimilar to the foregoing) leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds (as defined below) of or relating to any of the foregoing. Proceeds: All proceeds of any of the above collateral in an form (including, without limitation, goods, documents of title, chattel paper, securities, instruments, money and intangibles (as each such term is defined in the Personal Property Security Act) derived directly of (sic) indirectly from any dealing with any of the above collateral or any proceeds thereof.

88.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Ltd.
New Brunswick	Ryder Truck Rental Canada Ltd.	11/17/2006	11/17/2012		14247837

Collateral Encumbered:

89.^*

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited (Judgment Debtor)
New Brunswick	Jamie Duffy (Judgment Creditor)	08/26/2010	08/26/2011		19185909

Collateral Encumbered:

All present and after acquired personal property. Tous les biens personnels actuels ou acquis ulterieurement.

^* Fully paid off. Awaiting discharge.

A45

90.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Product Limited/Gentek Building Products LTD.
New Brunswick	Xerox Canada LTD	06/18/2010	06/18/2013		18921239

Collateral Encumbered:

Equipment, other all present and future office equipment and software supplied or financed from time to time by the secured party (whether by lease, conditional sale or otherwise), whether or not manufactured by the secured party or any affiliate thereof.

91.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited Partnership/Gentek Canada Holdings Limited
New Brunswick	PHH Vehicle Management Services Inc.	01/22/2010	01/22/2015		18352583

Collateral Encumbered:

All present and future motor vehicles (including, without limitation, passenger automobiles, vans, trucks, truck-tractors, truck-trailers, truck-chassis and truck bodies), automotive equipment (including, without limitation, trailers, boxes, and refrigeration units), materials-handling equipment and other goods (whether similar or dissimilar to the foregoing) leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds (as defined below) of or relating to any of the foregoing. Proceeds: All proceeds of any of the above collateral in an form (including, without limitation, goods, documents of title, chattel paper, securities, instruments, money and intangibles (as each such term is defined in the Personal Property Security Act) derived directly of (sic) indirectly from any dealing with any of the above collateral or any proceeds thereof.

A46

92.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products LTD
New Brunswick	Penske Truck Leasing Canada Inc./Locations de Camions Penske Canada Inc.	10/31/2005	10/31/2012		12878567

Collateral Encumbered:

Together with all attachments accessories accessions replacements substitutions additions and improvements thereto, including, but not limited to Xata and Qualcomm Systems, and all proceeds in any form derived directly or indirectly from any sale and or dealings with the collateral and a right to an insurance payment or other payment that indemnifies or compensates for loss or damage to the collateral or proceeds of the collateral.

Serial Numbered Collateral:

2006 Freightliner M2 Motor Vehicle S/N 1FVACXDC86HW06296

93.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited Partnership/Gentek Canada Holdings Limited
Prince Edward Island	PHH Vehicle Management Services Inc.	01/22/2010	01/22/2015		2395125

Collateral Encumbered:

All present and future motor vehicles (including, without limitation, passenger automobiles, vans, trucks, truck-tractors, truck-trailers, truck-chassis and truck bodies), automotive equipment (including, without limitation, trailers, boxes, and refrigeration units), materials-handling equipment and other goods (whether similar or dissimilar to the foregoing) leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds (as defined below) of or relating to any of the foregoing. Proceeds: All proceeds of any of the above collateral in an form (including, without limitation, goods, documents of title, chattel paper, securities, instruments, money and intangibles (as each such term is defined in the Personal Property Security Act) derived directly of (sic) indirectly from any dealing with any of the above collateral or any proceeds thereof.

A47

94.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products LTD
Prince Edward Island	Penske Truck Leasing Canada Inc./Locations de Camions Penske Canada Inc.	10/31/2005	10/31/2012		1488401

Collateral Encumbered:

Together with all attachments accessories accessions replacements substitutions additions and improvements thereto, including, but not limited to Xata and Qualcomm Systems, and all proceeds in any form derived directly or indirectly from any sale and or dealings with the collateral and a right to an insurance payment or other payment that indemnifies or compensates for loss or damage to the collateral or proceeds of the collateral.

Serial Numbered Collateral:

2006 Freightliner M2 Motor Vehicle S/N 1FVACXDC86HW06296

95.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gentek Limitee
Newfoundland and Labrador	PHH Vehicle Management Services Inc.	12/03/2008	12/03/2013		7039554

Collateral Encumbered:

All present and future motor vehicles (including, without limitation, passenger automobiles, vans, trucks, truck-tractors, truck-trailers, truck-chassis and truck bodies), automotive equipment (including, without limitation, trailers, boxes, and refrigeration units), materials-handling equipment and other goods (whether similar or dissimilar to the foregoing) leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds (as defined below) of or relating to any of the foregoing. Proceeds: All proceeds of any of the above collateral in an form (including, without limitation, goods, documents of title, chattel paper, securities, instruments, money and intangibles (as each such term is defined in the Personal Property Security Act) derived directly of (sic) indirectly from any dealing with any of the above collateral or any proceeds thereof.

A48

96.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Newfoundland and Labrador	De Lage Landen Financial Services Canada Inc.	06/30/2009	06/30/2016		7474119

Collateral Encumbered:

All goods supplied by the Secured Party to the Debtor, together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing. Proceeds: goods, chattel paper, securities, money, crops, licenses and intangibles. 1 2009 Combilift Multi Directional Lift Truck, Model C9000, SN 13771

Serial Numbered Collateral:

2009 Combilift C6000 Motor Vehicle S/N 13771

97.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited Partnership/Gentek Canada Holdings Limited
Newfoundland and Labrador	De Lage Landen Financial Services Canada Inc.	12/02/2009	12/02/2015		7825464

Collateral Encumbered:

All goods supplied by the Secured Party to the Debtor, together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing. Proceeds: goods, chattel paper, securities, money, crops, licenses and intangibles.

Serial Numbered Collateral:

2009 Linde H30T Forklift S/N H2X393U03536

A49

98.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gentek Limitee
Newfoundland and Labrador	PHH Vehicle Management Services Inc.	01/22/2010	01/22/2015	7911904

Collateral Encumbered:

All present and future motor vehicles (including, without limitation, passenger automobiles, vans, trucks, truck-tractors, truck-trailers, truck-chassis and truck bodies), automotive equipment (including, without limitation, trailers, boxes, and refrigeration units), materials-handling equipment and other goods (whether similar or dissimilar to the foregoing) leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds (as defined below) of or relating to any of the foregoing. Proceeds: All proceeds of any of the above collateral in an form (including, without limitation, goods, documents of title, chattel paper, securities, instruments, money and intangibles (as each such term is defined in the Personal Property Security Act) derived directly of (sic) indirectly from any dealing with any of the above collateral or any proceeds thereof.

99.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products LTD
Newfoundland and Labrador	Penske Truck Leasing Canada Inc./Locations de Camions Penske Canada Inc.	10/31/2005	10/31/2012		4552406

Collateral Encumbered:

Together with all attachments accessories accessions replacements substitutions additions and improvements thereto, including, but not limited to Xata and Qualcomm Systems, and all proceeds in any form derived directly or indirectly from any sale and or dealings with the collateral and a right to an insurance payment or other payment that indemnifies or compensates for loss or damage to the collateral or proceeds of the collateral.

Serial Numbered Collateral:

2006 Freightliner M2 Motor Vehicle S/N 1FVACXDC86HW06296

A50

100.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited Partnership/Gentek Canada Holdings Limited
British Columbia	PHH Vehicle Management Services Inc.	01/22/2010	01/22/2015	374614F

Collateral Encumbered:

All present and future motor vehicles (including, without limitation, passenger automobiles, vans, trucks, truck-tractors, truck-trailers, truck-chassis and truck bodies), automotive equipment (including, without limitation, trailers, boxes, and refrigeration units), materials-handling equipment and other goods (whether similar or dissimilar to the foregoing) leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds (as defined below) of or relating to any of the foregoing. Proceeds: All proceeds of any of the above collateral in an form (including, without limitation, goods, documents of title, chattel paper, securities, instruments, money and intangibles (as each such term is defined in the Personal Property Security Act) derived directly of (sic) indirectly from any dealing with any of the above collateral or any proceeds thereof.

101.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products
British Columbia	Penske Truck Leasing Canada Inc./Locations de Camions Penske Canada Inc.	10/28/2005	10/28/2012	660519C

Collateral Encumbered:

Together with all attachments accessories accessions replacements substitutions additions and improvements thereto, including, but not limited to Xata and Qualcomm Systems, and all proceeds in any form derived directly or indirectly from any sale and or dealings with the collateral and a right to an insurance payment or other payment that indemnifies or compensates for loss or damage to the collateral or proceeds of the collateral.

Serial Numbered Collateral:

2006 Freightliner M2 Motor Vehicle S/N 1FVACXDC86HW06296

A51

102.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gentek Limitee
British Columbia	PHH Vehicle Management Services Inc.	12/03/2008	12/03/2013	725488E

Collateral Encumbered:

All present and future motor vehicles (including, without limitation, passenger automobiles, vans, trucks, truck-tractors, truck-trailers, truck-chassis and truck bodies), automotive equipment (including, without limitation, trailers, boxes, and refrigeration units), materials-handling equipment and other goods (whether similar or dissimilar to the foregoing) leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds (as defined below) of or relating to any of the foregoing. Proceeds: All proceeds of any of the above collateral in an form (including, without limitation, goods, documents of title, chattel paper, securities, instruments, money and intangibles (as each such term is defined in the Personal Property Security Act) derived directly of (sic) indirectly from any dealing with any of the above collateral or any proceeds thereof.

103.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
British Columbia	De Lage Landen Financial Services Canada Inc.	12/10/2008	12/10/2015	737800E

Collateral Encumbered:

All goods supplied by the Secured Party to the Debtor, together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing. Proceeds: goods, chattel paper, securities, money, crops, licenses and intangibles.

Serial Numbered Collateral:

MV 10162 2008 Combilift C6000 Forklift

104.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
British Columbia	De Lage Landen Financial Services Canada Inc.	12/10/2008	12/10/2015	737801E

Collateral Encumbered:

All goods supplied by the Secured Party to the Debtor, together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing. Proceeds: goods, chattel paper, securities, money, crops, licenses and intangibles.

Serial Numbered Collateral:

MV 10384 2008 Combilift C6000 Lift Truck

A52

105.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products LTD
British Columbia	Ryder Truck Rental Canada LTD	04/01/2009	04/01/2012	899091E

Collateral Encumbered:

MV 1FVACWDC25HN77869 2005 FRTL M2106MD

106.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products LTD
British Columbia	Ryder Truck Rental Canada LTD	05/25/2009	05/25/2012	984048E

Collateral Encumbered:

MV 1FVACYBS6ADAN4476 2010 FRTL M2 106MD

107.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Product Limited/Gentek Building Products LTD.
New Brunswick	Xerox Canada LTD	06/18/2010	06/18/2013	619462F

Collateral Encumbered:

Equipment, other all present and future office equipment and software supplied or financed from time to time by the secured party (whether by lease, conditional sale or otherwise), whether or not manufactured by the secured party or any affiliate thereof.

A53

108.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gentek Limitee
Manitoba	PHH Vehicle Management Services Inc.	12/03/2008			200823218302

Collateral Encumbered:

All present and future motor vehicles, automotive equipment, materials-handling equipment and other goods leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds of or relating to any of the foregoing.

109.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Manitoba	Irwin Commercial Finance Canada Corporation	03/03/2006			200603593307

Collateral Encumbered:

Motor Vehicle

Forklift(s) together with all attachments accessories accessions replacements substitutions additions and improvements thereto and all proceeds in any form derived directly or indirectly from any sale and or dealings with the collateral and a right to an insurance payment or other payment that indemnifies or compensates for loss or damage to the collateral or proceeds of the collateral.

110.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Gentek Building Products Ltd.
Manitoba	Xerox Canada Ltd.	06/18/2010			201009992800

Collateral Encumbered:

Equipment, other all present and future office equipment and software supplied or financed from time to time by the secured party (whether by lease, conditional sale or otherwise), whether or not manufactured by the secured party or any affiliate thereof.

A54

111.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited Partnership/Gentek Canada Holdings Limited
Manitoba	PHH Vehicle Management Services Inc.	01/22/2010			201001096503

Collateral Encumbered:

All present and future motor vehicles, automotive equipment, materials-handling equipment and other goods leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds of or relating to any of the foregoing.

112.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Ltd.
Manitoba	Penske Truck Leasing Canada Inc./Locations de Camions Penske Canada Inc.	10/31/2005			200519608609

Collateral Encumbered:

Motor Vehicle

Together with all attachments accessories accessions replacements substitutions additions and improvements thereto, including, but not limited to Xata and Qualcomm Systems, and all proceeds in any form derived directly or indirectly from any sale and or dealings with the collateral and a right to an insurance payment or other payment that indemnifies or compensates for loss or damage to the collateral or proceeds of the collateral.

113.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited Partnership/Gentek Canada Holdings Limited
Alberta	PHH Vehicle Management Servuces Inc.	01/22/2010	01/22/2015		200519608609

Collateral Encumbered:

All present and future motor vehicles, automotive equipment, materials-handling equipment and other goods leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds of or relating to any of the foregoing.

A55

114.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Ltd.
Alberta	Penske Truck Leasing Canada Inc./Locations de Camions Penske Canada Inc.	10/28/2005	10/28/2012	05102827978SA

Collateral Encumbered:

Together with all attachments accessories accessions replacements substitutions additions and improvements thereto, including, but not limited to Xata and Qualcomm Systems, and all proceeds in any form derived directly or indirectly from any sale and or dealings with the collateral and a right to an insurance payment or other payment that indemnifies or compensates for loss or damage to the collateral or proceeds of the collateral.

Serial Numbered Collateral:

2006 Freightliner M2 Motor Vehicle S/N 1FVACXDC86HW06296

115.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batimen Gentek Limitee
Alberta	Liftcapital Corporation	03/21/2007	03/21/2014	07032121258/SA

Collateral Encumbered:

Material handling equipment together with all parts, attachments, accessories, additions, batteries, chargers, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments, documents of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

Serial Numbered Collateral:

84708 2006 Toyota 7FGU25 Lift Truck MV Motor Vehicle

116.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited Partnership/Gentek Canada Holdings Limited
Alberta	PHH Vehicle Management Servuces Inc.	01/22/2010	01/22/2015	10012203729/SA

Collateral Encumbered:

All present and future motor vehicles, automotive equipment, materials-handling equipment and other goods leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds of or relating to any of the foregoing.

A56

117.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batimen Gentek Limitee
Alberta	De Lage Landen Financial Services Canada Inc.	10/22/2008	10/22/2015	08102228652/SA

Collateral Encumbered:

All goods supplied by the Secured Party to the Debtor, together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing. Proceeds: goods, chattel paper, securities, money, crops, licenses and intangibles.

Serial Numbered Collateral:

2008 Combilift Lift Truck C6000 Motor Vehicle S/N 10661

118.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batimen Gentek Limitee
Alberta	De Lage Landen Financial Services Canada Inc.	10/22/2008	10/22/2015	08102228983SA

Collateral Encumbered:

All goods supplied by the Secured Party to the Debtor, together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing. Proceeds: goods, chattel paper, securities, money, crops, licenses and intangibles.

Serial Numbered Collateral:

2008 Combilift Lift Truck C6000 Motor Vehicle S/N 10384

119.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gentek Limitee
Alberta	PHH Vehicle Management Services Inc.	12/03/2008	12/03/2013	08120307559/SA

Collateral Encumbered:

All present and future motor vehicles, automotive equipment, materials-handling equipment and other goods leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds (as defined below) of or relating to any of the foregoing. Proceeds: All proceeds of any of the above collateral in an form (including, without limitation, goods, documents of title, chattel paper, securities, instruments, money and intangibles (as each such term is defined in the Personal Property Security Act) derived directly of (sic) indirectly from any dealing with any of the above collateral or any proceeds thereof.

A57

120.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Alberta	De Lage Landen Financial Services Canada Inc.	12/10/2008	12/10/2015	08121022974/SA

Collateral Encumbered:

All goods supplied by the Secured Party to the Debtor, together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing. Proceeds: goods, chattel paper, securities, money, crops, licenses and intangibles.

Serial Numbered Collateral:

2008 Combilift Lift Truck C6000 Motor Vehicle S/N 10661

121.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Alberta	De Lage Landen Financial Services Canada Inc.	06/30/2009	06/30/2016	09063032867/SA

Collateral Encumbered:

All goods supplied by the Secured Party to the Debtor, together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing. Proceeds: goods, chattel paper, securities, money, crops, licenses and intangibles.

Serial Numbered Collateral:

2009 Combilift CB6000 Motor Vehicle S/N 13820

122.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Inc.
Alberta	Lions Gate Trailers Ltd.	04/20/2010	04/20/2013	10042023626/SA

Collateral Encumbered:

The trailers described herein, together with all replacements and substitutions therefore and all accessions in or to the property described above.

Serial Numbered Collateral:

2FEV04823NS250121 1992 FRUEHAUF Van-48’102”Tan-S TR — Trailer

A58

123.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products LP
Quebec	Ryder Truck Rental Canada Ltd.	05/13/2010	05/13/2015	10-0304953-0010

Collateral Encumbered:

Serial Numbered Collateral:

2010 CAB Pro Star 3HSCWAPR9AN287599

124.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited Partnershp
Quebec	Location Canvec Inc./Canvec Location Inc.	01/27/2010	12/16/2019	10-0044637-0001

Collateral Encumbered:

Serial Numbered Collateral:

Specific list of vehicles

125.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited Partnership/Gentek Canada Holdings Limited
Quebec	PHH Vehicle Management Services Inc.	01/22/2010	01/20/2020	10-0038371-0001

Collateral Encumbered:

All present and future motor vehicles, automotive equipment, materials-handling equipment and other goods leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds of or relating to any of the foregoing.

A59

126.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Pruduits de Batiment Gentek Limitee/Gentek Building Products Limited
Quebec	Liftcapital Corporation	08/27/2009	08/09/2019	09-0530324-0001

Collateral Encumbered:

2 new Toyota 8FGCU30 lift trucks S/N 13441, 13450 including all batteries, chargers, parts and accessories relating to or attached thereto.

127.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Pruduits de Batiment Gentek Limitee
Quebec	PHH Vehicle Management Services Inc.	12/03/2008	12/02/2018	08-0692987-0001

Collateral Encumbered:

All present and future motor vehicles, automotive equipment, materials-handling equipment and other goods leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds of or relating to any of the foregoing.

128.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Pruduits de Batiment Gentek Limitee
Quebec	Ryder Truck Rental Canada Ltd.	04/14/2008	04/14/2014	08-0199816-0009

Collateral Encumbered:

Serial Numbered Collateral:

2008 FRTL CL12064ST VIN: 1FUJA6CK68LAC9179

A60

129.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Pruduits de Batiment Gentek Limitee
Quebec	De Lage Landen Financial Services Canada Inc.	10/25/2007	10/22/2014	07-0614156-0002

Collateral Encumbered:

All goods supplied by the secured party to the debtor, together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing. Proceeds: goods, chattel paper, securities, money, crops, licenses and intangibles.

Serial Numbered Collateral:

Combilift C5500 Cube, 8377

130.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Pruduits de Batiment Gentek Limitee
Quebec	De Lage Landen Financial Services Canada Inc.	10/25/2007	10/22/2014	07-0614156-0001

Collateral Encumbered:

All goods supplied by the secured party to the debtor, together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing. Proceeds: goods, chattel paper, securities, money, crops, licenses and intangibles.

Serial Numbered Collateral:

Combilift C6000 lift truck, 8604

131.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Pruduits de Batiment Gentek Limitee
Quebec	De Lage Landen Financial Services Canada Inc.	10/17/2007	10/15/2014	07-0594560-0002

Collateral Encumbered:

All goods supplied by the secured party to the debtor, together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing. Proceeds: goods, chattel paper, securities, money, crops, licenses and intangibles.

Serial Numbered Collateral:

1 new Combilift Multidirectional lift truck model C6000 Cube, 8604

A61

132.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Pruduits de Batiment Gentek Limitee
Quebec	De Lage Landen Financial Services Canada Inc.	10/17/2007	10/15/2014	07-0614156-0001

Collateral Encumbered:

All goods supplied by the secured party to the debtor, together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing. Proceeds: goods, chattel paper, securities, money, crops, licenses and intangibles.

Serial Numbered Collateral:

1 new Combilift Cube Model C5500, 8377

133.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Ltd.
Quebec	Penske Truck Leasing Canada Inc.	10/31/2005	10/28/2012	05-0619121-0003

Collateral Encumbered:

Specific vehicle, together with all attachments, accessories, accessions, replacements substitutions, additions and improvements thereto, and all proceeds in any form derived directly or indirectly from any sale and or dealings with the collateral and a right to an insurance payment or other payment that indemnifies or compensates for loss or damage to the collateral or proceeds of the collateral.

134.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Pruduits de Batiment Gentek Limitee/Gentek Building Products Limited
Quebec	Liftcapital Corporation/Corporation Liftcapital	05/18/2005	05/18/2011	05-0287427-0003

Collateral Encumbered:

1 new 2005 Toyota 7FGCU30 lift truck S/N 67087

A62

135.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Quebec	Location de Camions Maxim/Maxim Transportation Services Inc.	08/26/2004	08/26/2014	04-0500440-0001

Collateral Encumbered:

Specific list of vehicles, including any supplementary vehicle or temporary vehicle in replacement or substitution thereof.

136.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Quebec	Location de Camions Maxim/Maxim Transportation Services Inc.	07/12/2004	07/12/2014	04-0406563-0001

Collateral Encumbered:

Specific list of vehicles, including any supplementary vehicle or temporary vehicle in replacement or substitution thereof.

137.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Quebec	Location de Camions Maxim/Maxim Transportation Services Inc.	06/16/2003	06/16/2013	03-0306416-0015

Collateral Encumbered:

Specific list of vehicles, including any supplementary vehicle or temporary vehicle in replacement or substitution thereof.

A63

138.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Quebec	Location de Camions Maxim/Maxim Transportation Services Inc.	06/16/2003	06/16/2013	03-0306416-0014

Collateral Encumbered:

Specific list of vehicles, including any supplementary vehicle or temporary vehicle in replacement or substitution thereof.

139.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Quebec	Location de Camions Maxim/Maxim Transportation Services Inc.	06/16/2003	06/16/2013	03-0306416-0013

Collateral Encumbered:

Specific list of vehicles, including any supplementary vehicle or temporary vehicle in replacement or substitution thereof.

140.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Quebec	Location de Camions Maxim/Maxim Transportation Services Inc.	06/16/2003	06/16/2013	03-0306416-0012

Collateral Encumbered:

Specific list of vehicles, including any supplementary vehicle or temporary vehicle in replacement or substitution thereof.

A64

141.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Ltd.
Ontario	Xerox Canada Ltd.	06/18/2010	06/18/2013		662302179

Collateral Encumbered:

Equipment, other, no fixed maturity date

142.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gntek Limitee
Ontario	Liftcapital Corporation	12/17/2009	12/17/2014		658281951

Collateral Encumbered:

Material handling equipment together with all parts, attachments, accessories, additions, batteries, chargers, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

143.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Ontario	Xerox Canada Ltd.	09/30/2009	09/30/2012		656649765

Collateral Encumbered:

Equipment, other, no fixed maturity date

A65

144.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Ltd.
Ontario	De Lage Landen Financial Services Canada (USD)	07/30/2009	07/30/2015		655279326

Collateral Encumbered:

2009 Combilift CB6000 Forklift VIN: 13820

145.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gntek Limitee
Ontario	Liftcapital Corporation	07/10/2009	07/10/2014		654835572

Collateral Encumbered:

Material handling equipment together with all parts, attachments, accessories, additions, batteries, chargers, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

146.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gntek Limitee
Ontario	Liftcapital Corporation	04/23/2009	04/23/2014		652925601

Collateral Encumbered:

Material handling equipment together with all parts, attachments, accessories, additions, batteries, chargers, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

A66

147.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gntek Limitee
Ontario	Liftcapital Corporation	03/19/2009	03/19/2014		652174047

Collateral Encumbered:

Material handling equipment together with all parts, attachments, accessories, additions, batteries, chargers, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

148.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Ontario	Edgetech I.G., Inc.	02/17/2009	02/17/2014		651559329

Collateral Encumbered:

Equipment

149.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Ontario	Delage Landen Financial Services Canada Inc.	12/23/2008	12/23/2014		650709468

Collateral Encumbered:

2008 Combilift C6000 VIN: 10169

A67

150.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Ontario	Delage Landen Financial Services Canada Inc.	12/23/2008	12/23/2014		650709477

Collateral Encumbered:

2008 Combilift C6000 VIN: 10384

151.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Ontario	Delage Landen Financial Services Canada Inc.	12/23/2008	12/23/2014		650709486

Collateral Encumbered:

2008 Combilift C6000 VIN: 10661

152.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Ontario	Delage Landen Financial Services Canada Inc.	12/23/2008	12/23/2014		650709495

Collateral Encumbered:

2008 Combilift C6000 VIN: 10162

A68

153.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Ontario	Delage Landen Financial Services Canada Inc.	12/10/2008	12/10/2015		650482794

Collateral Encumbered:

All goods supplied by the Secured Party, all parts and accessories thereto and accessions thereto and all replacements or substitutions for such goods. Proceeds: accounts, chattel paper, money, intangibles, goods, documents of title, instruments, securities (all as defined in the Personal Property Security Act (ON)) and insurance proceeds.

2008 Combilift C6000 VIN: 12161

154.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Ontario	PHH Vehicle Management Services Inc.	12/03/2008	12/03/2013		650327391

Collateral Encumbered:

All present and future motor vehicles (including, without limitation, passenger automobiles, vans, trucks, truck-tractors, truck-trailers, truck-chassis and truck bodies), automotive equipment (including, without limitation, trailers, boxes, and refrigeration units), materials-handling equipment and other goods (whether similar or dissimilar to the foregoing) leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds (as defined below) of or relating to any of the foregoing.

155.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Ltd.
Ontario	Ryder Truck Rental Canada Ltd.	11/25/2008	11/25/2012		650137257

Collateral Encumbered:

2009 INTL PROSTAR VIN: 2HSCWARP26C108428

A69

156.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Ltd.
Ontario	Ryder Truck Rental Canada Ltd.	11/13/2008	11/13/2012		649913832

Collateral Encumbered:

2009 INTL PROSTAR VIN: 2HSCWARP49C108429

157.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Ltd.
Ontario	Xerox Canada Ltd.	11/12/2008	11/12/2011		649861875

Collateral Encumbered:

Equipment, other, no fixed maturity date

158.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gntek Limitee
Ontario	Liftcapital Corporation	09/24/2008	09/24/2012		648745236

Collateral Encumbered:

Material handling equipment together with all parts, attachments, accessories, additions, batteries, chargers, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

A70

159.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Inc.
Ontario	Xerox Canada Ltd.	05/02/2008	05/02/2011		644783562

Collateral Encumbered:

Equipment, other, no fixed maturity date

160.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gntek Limitee
Ontario	Liftcapital Corporation	04/23/2008	04/23/2013		644481162

Collateral Encumbered:

Material handling equipment together with all parts, attachments, accessories, additions, batteries, chargers, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

161.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gntek Limitee
Ontario	Liftcapital Corporation	01/30/2008	01/30/2013		642376872

Collateral Encumbered:

Material handling equipment together with all parts, attachments, accessories, additions, batteries, chargers, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

A71

162.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gntek Limitee
Ontario	Liftcapital Corporation	01/08/2008	01/08/2012		641856285

Collateral Encumbered:

Material handling equipment together with all parts, attachments, accessories, additions, batteries, chargers, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

163.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Ltd.
Ontario	Xerox Canada Ltd.	12/28/2007	12/28/2010		641665638

Collateral Encumbered:

Equipment, other, no fixed maturity date

164.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gntek Limitee
Ontario	Liftcapital Corporation	10/04/2007	10/04/2012		639662202

Collateral Encumbered:

Material handling equipment together with all parts, attachments, accessories, additions, batteries, chargers, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

A72

165.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gntek Limitee
Ontario	Liftcapital Corporation	01/22/2007	01/22/2011		632298312

Collateral Encumbered:

Material handling equipment together with all parts, attachments, accessories, additions, batteries, chargers, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

166.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gntek Limitee
Ontario	Liftcapital Corporation	10/30/2006	10/30/2011		630185265

Collateral Encumbered:

Material handling equipment together with all parts, attachments, accessories, additions, batteries, chargers, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

167.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gntek Limitee
Ontario	Liftcapital Corporation	06/14/2006	06/14/2011		626129217

Collateral Encumbered:

Material handling equipment together with all parts, attachments, accessories, additions, batteries, chargers, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

A73

168.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gntek Limitee
Ontario	Liftcapital Corporation/Corporation Liftcapital	04/19/2006	04/19/2012		624392739

Collateral Encumbered:

Material handling equipment together with all parts, attachments, accessories, additions, batteries, chargers, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

169.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gntek Limitee
Ontario	Liftcapital Corporation/Corporation Liftcapital	03/09/2006	03/09/2011		623253654

Collateral Encumbered:

Material handling equipment together with all parts, attachments, accessories, additions, batteries, chargers, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

170.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Ltd.
Ontario	Penske Truck Leasing Canada Inc.	10/28/2005	10/28/2012		620066781

Collateral Encumbered:

Together with all attachments, accessories, accessions, replacements substitutions, additions and improvements thereto, and all proceeds in any form derived directly or indirectly from any sale and or dealings with the collateral and a right to an insurance payment or other payment that indemnifies or compensates for loss or damage to the collateral or proceeds of the collateral.

2006 Freightliner M2 VIN: 1FVACXDC86HW06296

A74

171.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Ontario	Liftcapital Corporation/Corporation Liftcapital	04/19/2020	04/19/2011		614622699

Collateral Encumbered:

Material handling equipment together with all parts, attachments, accessories, additions, batteries, chargers, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

172.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gntek Limitee
Ontario	Liftcapital Corporation/Corporation Liftcapital	04/19/2010	04/19/2011	614645343

Collateral Encumbered:

Material handling equipment together with all parts, attachments, accessories, additions, batteries, chargers, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

173.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Ontario	Liftcapital Corporation/Corporation Liftcapital	03/24/2005	03/24/2011		613616346

Collateral Encumbered:

Material handling equipment together with all parts, attachments, accessories, additions, batteries, chargers, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

A75

174.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Inc.
Ontario	Ryder Truck Rental Canada Ltd.	08/31/2004	08/31/2011		608611428

Collateral Encumbered:

2005 Freightliner M2 VIN: 1FVHCYDC85HN66286

175.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Ontario	Ryder Truck Rental Canada Ltd.	11/16/2009	11/16/2010		601584534

Collateral Encumbered:

2004 Freightliner FL80 VIN: 1FVHBXAK24HM57975

176.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits de Batiment Gntek Limitee
Ontario	Liftcapital Corporation	01/30/2008	01/30/2013		642376872

Collateral Encumbered:

Material handling equipment together with all parts, attachments, accessories, additions, batteries, chargers, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

A76

177.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Ontario	BML Leasing Limited	11/09/1999	11/09/2014		811274751

Collateral Encumbered:

All present and after acquired motor vehicles, trailers, and goods, of whatever make or description, now or hereafter leased by secured party to debtor, together with all additions, replacements parts, accessions, attachments and improvements thereto, and all proceeds, including money, chattel paper, intangibles, goods, documents of title, instruments, securities, substitutions, accounts receivable, rental and loan contacts, all personal property returned, traded in or repossessed and all insurance proceeds and any other form of proceeds.

178.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited Partnership/Gentek Canada Holdings Limited
Ontario	PHH Vehicle Management Services Inc.	01/22/2010	01/22/2015	658861353

Collateral Encumbered:

All present and future motor vehicles (including, without limitation, passenger automobiles, vans, trucks, truck-tractors, truck-trailers, truck-chassis and truck bodies), automotive equipment (including, without limitation, trailers, boxes, and refrigeration units), materials-handling equipment and other goods (whether similar or dissimilar to the foregoing) leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds (as defined below) of or relating to any of the foregoing.

179.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited Partnership/Gentek Canada Holdings Limited
Ontario	National Leasing Group Inc.	01/05/2010	01/05/2014	658540989

Collateral Encumbered:

All janitorial cleaning equipment, scrubbers of every nature or kind described in lease number 2486983 between the Secured Party, as lessor and the Debtor as lessee, as amended from time to time, together with all attachments, accessories and substitutions.

A77

180.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited Partnership/Gentek Canada Holdings Limited
Saskatchewan	PHH Vehicle Management Services Inc.	01/22/2010	01/22/2015		300545556

Collateral Encumbered:

All present and future motor vehicles (including, without limitation, passenger automobiles, vans, trucks, truck-tractors, truck-trailers, truck-chassis and truck bodies), automotive equipment (including, without limitation, trailers, boxes, and refrigeration units), materials-handling equipment and other goods (whether similar or dissimilar to the foregoing) leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds (as defined below) of or relating to any of the foregoing.

181.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products
Saskatchewan	Capital Industrial Sales and Service Ltd.	07/26/2010	07/26/2011		300614882

Collateral Encumbered:

2009 LINDE 5000LB Sit Down Motor Vehicle Model H25T Serial Number: H2X393W02599

182.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products
Saskatchewan	Capital Industrial Sales and Service Ltd.	07/26/2010	07/26/2011		300614883

Collateral Encumbered:

2007 COMBILIFT Motor Vehicle Model: CL30060L Serial Number: 10169

A78

183.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products
Saskatchewan	Capital Industrial Sales and Service Ltd.	08/05/2010	08/05/2011		300618406

Collateral Encumbered:

2007 COMBILIFT 30,000 LB Motor Vehicle Model: CL30060L Serial Number: 10169

184.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products
Saskatchewan	Capital Industrial Sales and Service Ltd.	09/08/2010	09/08/2011		300631836

Collateral Encumbered:

2009 LINDE 5000LB Sit Down Motor Vehicle Model H25T Serial Number: H2X393W02599

185.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Saskatchewan	Citicorp Vendor Finance, Ltd.	12/03/2004	12/03/2016		121538425

Collateral Encumbered:

2004 Daewoo model GC20SC S/N G6-00148 material handling equipment, together with all parts, attachments, accessories, additions, batteries, chargers, repair parts and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including without limitation, all goods, securities, instruments, documents of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

2004 DAEWOO Battery GC20SC Serial Number: G600148

A79

186.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited/Produits De Batiment Gentek Limitee
Saskatchewan	PHH Vehicle Management Services Inc.	12/03/2008	12/03/2013		300403100

Collateral Encumbered:

All present and future motor vehicles (including, without limitation, passenger automobiles, vans, trucks, truck-tractors, truck-trailers, truck-chassis and truck bodies), automotive equipment (including, without limitation, trailers, boxes, and refrigeration units), materials-handling equipment and other goods (whether similar or dissimilar to the foregoing) leased from time to time by the Secured Party to the Debtor, together with, in each case, all present and future parts, attachments, accessories and accessions attached thereto or installed therein, and all proceeds (as defined below) of or relating to any of the foregoing.

187.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Saskatchewan	De Lage Landen Financial Services Canada Inc.	12/10/2008	12/10/2015		300405652

Collateral Encumbered:

All goods supplied by the secured party to the debtor, together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing proceeds: goods, chattel paper, securities, money, crops, licenses and intangibles.

Motor Vehicle 2008 Combilift C6000 Forklift Serial Number: 10169

188.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Saskatchewan	De Lage Landen Financial Services Canada Inc.	02/27/2009	02/27/2016		300429522

Collateral Encumbered:

All goods supplied by the secured party to the debtor, together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing proceeds: goods, chattel paper, securities, money, crops, licenses and intangibles.

Motor Vehicle 2009 Combilift C6000 Lift Truck Serial Number: 12164

A80

189.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Limited
Saskatchewan	De Lage Landen Financial Services Canada Inc.	03/02/2009	03/02/2016		300430029

Collateral Encumbered:

All goods supplied by the secured party to the debtor, together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing proceeds: goods, chattel paper, securities, money, crops, licenses and intangibles.

Motor Vehicle 2008 Combilift C6000 Lift Truck Serial Number: 12164

190.

		Registration	Expiration	Registration
Jurisdiction	Secured Party	Date	Date	Number
Debtor: Gentek Building Products Ltd.
Saskatchewan	Penske Truck Leasing Canada Inc./Camions Penske Canada Inc.	10/31/2005	10/31/2012		122707491

Collateral Encumbered:

Together with all attachments, accessories, accessions, replacements substitutions, additions and improvements thereto, and all proceeds in any form derived directly or indirectly from any sale and or dealings with the collateral and a right to an insurance payment or other payment that indemnifies or compensates for loss or damage to the collateral or proceeds of the collateral.

Motor Vehicle 2006 Freightliner M2 CNV: TRUCKS (13) Serial Number: 1FVACXDC86HW06296

A81

EXHIBIT A

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF ASSIGNMENT AND ACCEPTANCE

This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date (as defined below) and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used in this Assignment and Acceptance and not otherwise defined herein shall have the meanings specified in the Revolving Credit Agreement, dated as of October 13, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CAREY INTERMEDIATE HOLDINGS CORP., (“Holdings”), ASSOCIATED MATERIALS, LLC (the “Company”), GENTEK HOLDINGS, LLC (“Gentek Holdings”) and GENTEK BUILDING PRODUCTS, INC. (“Gentek Building Products”, and together with the Company and Gentek Holdings, the “US Borrowers”, and each, a “US Borrower”), GENTEK CANADA HOLDINGS LIMITED (“Gentek Canada”), ASSOCIATED MATERIALS CANADA LIMITED (“AM Canada”) and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP (“Gentek LP”, and together with the Gentek Canada and AM Canada, the “Canadian Borrowers”, and each, a “Canadian Borrower”, and together with the US Borrowers, the “Borrowers”), the banks, financial institutions and other institutional lenders and investors from time to time parties thereto (each individually a “Lender” and collectively, the “Lenders”), UBS AG, STAMFORD BRANCH, as the US Administrative Agent, UBS AG CANADA BRANCH as Canadian Administrative Agent and the other agents, arrangers and bookrunners party thereto.

The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions set forth in Annex 1 hereto and the Credit Agreement, as of the Effective Date inserted by the US Administrative Agents as contemplated below (i) all the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of the Credit Facility identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

1. Assignor (the “Assignor”): [NAME OF ASSIGNOR]

2. Assignee (the “Assignee”): [NAME OF ASSIGNEE]

Exhibit A-1

3. Revolving Credit Commitment of Assignor: [                    ]

4. Outstanding Balance of Revolving Credit Loans of Assignor: [                    ]

5. Assigned Interest:

	Total
	Commitment of		Amount of		Percentage Assigned
	all Lenders under		Credit		of Total
	each Credit		Facility		Commitment of all
Credit Facility	Facility		Assigned		Lenders under each Credit Facility1
US Revolving Credit Commitment	$	[150,000,000]	$	[__]		[0.000000000]	%
Canadian Revolving Credit Commitment	$	[75,000,000]	$	[__]		[0.000000000]	%

6. Effective Date of Assignment (the “Effective Date”):                     , 20_____.² [subject to the payment of an assignment fee in an amount of $3,500 to the US Administrative Agent]³.

The terms set forth in this Assignment and Acceptance are hereby agreed to:

[NAME OF ASSIGNOR], as Assignor
by
	Name:
	Title:

1	To be set forth, to at least 9 decimals, as a percentage of the Total Revolving Credit Commitment of all Lenders under each Credit Facility.
2	To be inserted by the US Administrative Agent and which shall be the effective date of recordation of transfer in the Register therefor.
3	To be deleted for assignment made by any Joint Bookrunner or one of their Affiliates.

Exhibit A-2

[NAME OF ASSIGNEE], as Assignee
by
	Name:
	Title:

Exhibit A-3

Consented to:

UBS AG, STAMFORD BRANCH, as US Administrative Agent and Letter of Credit Issuer
by
	Name:
	Title:
by
	Name:
	Title:
UBS AG CANADA BRANCH, as Canadian Administrative Agent
by
	Name:
	Title:
by
	Name:
	Title:
UBS LOAN FINANCE LLC, as Swingline Lender
by
	Name:
	Title:
by
	Name:
	Title:
WELLS FARGO CAPITAL FINANCE, LLC, as Letter of Credit Letter
by
	Name:
	Title:
by
	Name:
	Title:
DEUTSCHE BANK AG NEW YORK BRANCH, as Letter of Credit Letter
by
	Name:
	Title:
by
	Name:
	Title:

Exhibit A-4

DEUTSCHE BANK AG CANADA BRANCH, as Letter of Credit Letter
by
	Name:
	Title:
by
	Name:
	Title:
ASSOCIATED MATERIALS, LLC
by
	Name:
	Title:                     ]4

⁴ No consent of the Company shall be required for an assignment if an Event of Default under Section 11.1 or Section 11.5 of the Credit Agreement has occurred and is continuing

Exhibit A-5

ANNEX I

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ACCEPTANCE

1. Representations and Warranties and Agreements.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any Lien, encumbrance or other adverse claim and (iii) its Revolving Credit Commitment, and the outstanding balances of its Revolving Credit Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth in this Assignment and Acceptance and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by any of the Borrowers, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document of any of their respective obligations under any Credit Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender thereunder, (iii) from and after the Effective Date, it shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender under the Credit Agreement, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 9.1 of the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on US Administrative Agent, Canadian Administrative Agent, the US Collateral Agent, Canadian Collateral Agent, the Assignor or any other Lender and (v) it meets all requirements of an Eligible Assignee under the Credit Agreement and (b) agrees that (i) it will, independently and without reliance on US Administrative Agent, Canadian Administrative Agent, the US Collateral Agent, Canadian Collateral Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender, including, if it is a Non-U.S. Lender, its obligations pursuant to Section 5.4 of the Credit Agreement, and (iii) it will notify the Company promptly should the assignee not deal at arm’s length with the relevant Canadian Borrower for purposes of the Income Tax Act (Canada).

2. Payments: From and after the Effective Date, the US Administrative Agent shall make payments in respect of the Assigned Interest (including payments of principal, interest, Fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

Annex 1 to Exhibit A

3. General Provisions.

3.1 In accordance with Section 13.6 of the Credit Agreement, upon execution, delivery, acceptance and recording of this Assignment and Acceptance, from and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender under the Credit Agreement with Commitments as set forth herein and (b) the Assignor shall, to the extent of the Assigned Interest assigned pursuant to this Assignment and Acceptance, be released from its obligations under the Credit Agreement (and if this Assignment and Acceptance covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a party to the Credit Agreement but shall continue to be entitled to the benefits of Sections 2.10, 2.11, 3.5, 5.4 and 13.5 thereof).

3.2 This Assignment and Acceptance shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “PDF or “TIFF” file)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by and interpreted under the law of the state of New York.

Annex 1 to Exhibit A

EXHIBIT B-1

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF US GUARANTEE

[To come]

Exhibit B-1-1

EXHIBIT B-2

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF CANADIAN GUARANTEE

[To come]

Exhibit C-1-1

EXHIBIT C-1

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF US MORTGAGE

[To Come]

Exhibit C-1-1

EXHIBIT C-2

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF CANADIAN MORTGAGE

[To Come]

Exhibit C-2-1

EXHIBIT D

TO THE REVOLVING
CREDIT AGREEMENT

PERFECTION CERTIFICATE

[To Come]

Exhibit D-1

EXHIBIT E-1

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF US SECURITY AGREEMENT

[To Come]

Exhibit E-1-1

EXHIBIT E-2

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF CANADIAN SECURITY AGREEMENT

[To Come]

Exhibit E-2-1

EXHIBIT E-3

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF US PLEDGE AGREEMENT

[To Come]

Exhibit E-3-1

EXHIBIT F-1

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF CANADIAN PLEDGE AGREEMENT

[To Come]

Exhibit F-1-1

EXHIBIT F-1

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF NOTICE OF BORROWING

[UBS AG, STAMFORD BRANCH
as US Administrative Agent
677 Washington Boulevard
Stamford, Connecticut 06901

UBS AG CANADA BRANCH
as Canadian Administrative Agent
c/o UBS AG, Stamford Branch
677 Washington Boulevard
Stamford, Connecticut 06901]⁵

Ladies and Gentlemen:

The undersigned, Associated Materials, LLC (the “Company”) [as agent for [Name of Borrower]⁶], refers to the Revolving Credit Agreement dated October 13, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), CAREY INTERMEDIATE HOLDINGS CORP., (“Holdings”), the Company, GENTEK HOLDINGS, LLC (“Gentek Holdings”) and GENTEK BUILDING PRODUCTS, INC. (“Gentek Building Products”, and together with the Company and Gentek Holdings, the “US Borrowers”, and each, a “US Borrower”), GENTEK CANADA HOLDINGS LIMITED (“Gentek Canada”), ASSOCIATED MATERIALS CANADA LIMITED (“AM Canada”) and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP (“Gentek LP”, and together with the Gentek Canada and AM Canada, the “Canadian Borrowers”, and each, a “Canadian Borrower”, and together with the US Borrowers, the “Borrowers”), the banks, financial institutions and other institutional lenders and investors from time to time parties thereto (each individually a “Lender” and collectively, the “Lenders”), UBS AG, STAMFORD BRANCH, as the US Administrative Agent, UBS AG CANADA BRANCH as Canadian Administrative Agent and the other agents, arrangers and bookrunners party thereto.

Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement, dated October 13, 2010.

The Company hereby gives you notice pursuant to Section 2.3 of the Credit Agreement that it hereby requests a Borrowing under the Credit Agreement and, in connection therewith, sets forth below the terms on which such Borrowing is requested to be made:

(A) Borrower(s):                     

5	Insert appropriate Administrative Agent(s)
6	Insert name of the applicable Borrower(s)

Exhibit F-1-1

(B)	Date of Borrowing                     , 20_____
(C)	Aggregate Principal $                     amount of Borrowing

(D) The Loans [US Revolving Credit Loans][Canadian Revolving Credit Loans][US Swingline Loans][Canadian Swingline Loans]

(E) Currency                     

(F) Class of Borrowing Revolving

(G) Type of Borrowing                     ⁷

[(H) Interest Period                     ]⁸

[The undersigned hereby certifies that (a) subject to the provisions of Section 7.1 of the Credit Agreement, all representations and warranties made by any Credit Party contained in the Credit Agreement or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of the Borrowing requested hereby (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date), and (b) no Default or Event of Default shall have occurred and be continuing as of the date of the Borrowing requested hereby nor, after giving effect to the Borrowing requested hereby, would such a Default or Event of Default occur.]⁹

[If any Borrowing of Eurodollar Loan or CDOR Rate Loan is not made as a result of a withdrawn Notice of Borrowing, the [Name of Borrower] shall, after receipt of a written request by any Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the applicable Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that such Lender may reasonably incur as a result of such payment, failure to convert, failure to continue, failure to prepay, reduction or failure to reduce, including any loss, cost or expense (excluding loss of anticipated profits) actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Eurodollar Loan or CDOR Rate Loan, as applicable].¹⁰

7	Specify ABR Loans, Canadian Base Rate Loans, Eurodollar Loan or CDOR Rate Loans. US Swingline Loans may only be ABR Loans. Canadian Swingline Loans denominated in US Dollars may only be ABR Loans and Canadian Swingline Loans denominated in Canadian Dollars may only be Canadian Base Rate Loans.
8	Applicable to Borrowings of Eurodollar Loan or CDOR Rate Loan only and subject to the definition of “Interest Period” and Section 2.9 of the Credit Agreement.
9	Include for all Credit Events except Initial Credit Event.
10	Only include for Initial Credit Event.

Exhibit F-1-2

EXHIBIT F-1

TO THE REVOLVING
CREDIT AGREEMENT

ASSOCIATED MATERIALS, LLC, as the Company
By:
	Name:
	Title:

Exhibit F-1-1

EXHIBIT F-2

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF LETTER OF CREDIT REQUEST

No. [___]¹¹ Dated [___]¹²

[UBS AG, STAMFORD BRANCH]/[UBS AG CANADA BRANCH]
as [US]/[Canadian] Administrative Agent and [Letter of Credit Issuer]
[c/o UBS AG, STAMFORD BRANCH]¹³
677 Washington Boulevard
Stamford, Connecticut 06901

[                    ]¹⁴

Ladies and Gentlemen:

The undersigned, [Name of Borrower (the “[US/Canadian] Borrower”)], refers to the Revolving Credit Agreement dated October 13, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), among CAREY INTERMEDIATE HOLDINGS CORP., (“Holdings”), ASSOCIATED MATERIALS, LLC (the “Company”), GENTEK HOLDINGS, LLC (“Gentek Holdings”) and GENTEK BUILDING PRODUCTS, INC. (“Gentek Building Products”, and together with the Company and Gentek Holdings, the “US Borrowers”, and each, a “US Borrower”), GENTEK CANADA HOLDINGS LIMITED (“Gentek Canada”), ASSOCIATED MATERIALS CANADA LIMITED (“AM Canada”) and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP (“Gentek LP”, and together with the Gentek Canada and AM Canada, the “Canadian Borrowers”, and each, a “Canadian Borrower”, and together with the US Borrowers, the “Borrowers”), the banks, financial institutions and other institutional lenders and investors from time to time parties thereto (each individually a “Lender” and collectively, the “Lenders”), UBS AG, STAMFORD BRANCH, as US Administrative Agent, UBS AG CANADA BRANCH, as Canadian Administrative Agent and the other agents, arrangers and bookrunners party thereto.

Capitalized terms used herein and not otherwise defined herein are used herein as defined in the draft of the Revolving Credit Agreement.

11	Letter of Credit Request Number.
12	Date of Letter of Credit Request (at least two Business Days prior to the Date of Issuance or such lesser number of Business Days as may be agreed by the Administrative Agent and such Letter of Credit Issuer).
13	Insert only if Canadian Letter of Credit is being issued.
14	Insert name and address of Letter of Credit Issuer if not the Administrative Agent.

Exhibit F-2-1

The undersigned hereby requests that the [US/Canadian] Letter of Credit Issuer named above issue a Letter of Credit on [_____]¹⁵ (the “Date of Issuance”) in the aggregate stated amount of [_____]¹⁶ in [US Dollars/Canadian Dollars].

For purposes of this Letter of Credit Request, unless otherwise defined, all capitalized terms used herein that are defined in the Credit Agreement shall have the respective meanings provided therein.

The beneficiary of the requested Letter of Credit will be [_____]¹⁷, and such Letter of Credit will be in support of [_____]¹⁸ and will have a stated termination date of [_____]¹⁹.

[The undersigned hereby certifies that (a) subject to the provisions of Section 7.1 of the Revolving Credit Agreement, all representations and warranties made by any Credit Party contained in the Revolving Credit Agreement or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Date of Issuance (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date), and (b) no Default or Event of Default shall have occurred and be continuing as of the issue date of the Letter of Credit requested hereby nor, after giving effect to the issuance of the Letter of Credit requested hereby, would such a Default or Event of Default occur].²⁰

Copies of all documentation with respect to the supported transaction are attached hereto.

[                    ], as [US/Canadian] Borrower
By:
	Name:
	Title:

15	Date of Issuance.
16	Aggregate initial stated amount of Letter of Credit.
17	Insert name and address of beneficiary.
18	Insert description of supported obligations and name of agreement to which it relates, if any.
19	Insert last date upon which drafts may be presented.
20	Include for all Credit Events except Initial Credit Event.

Exhibit F-2-1

EXHIBIT G-1

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF LEGAL OPINION OF SIMPSON THACHER & BARTLETT LLP

Exhibit G-1-1

EXHIBIT G-2

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF LEGAL OPINION OF OSLER, HOSKIN & HARCOURT LLP

Exhibit G-2-1

EXHIBIT G-2

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF LEGAL OPINION OF [FOREIGN AND LOCAL COUNSEL]²¹

²¹ List of counsel to be provided by STB.

Exhibit G-2-1

EXHIBIT H

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF CLOSING CERTIFICATE

October [___], 2010

Reference is made to Section 6.5 of the Revolving Credit Agreement dated as of October 13, 2010 (the “Credit Agreement”; terms defined therein being used herein as therein defined), among CAREY INTERMEDIATE HOLDINGS CORP., (“Holdings”), ASSOCIATED MATERIALS, LLC, GENTEK HOLDINGS, LLC (“Gentek Holdings”) and GENTEK BUILDING PRODUCTS, INC. (“Gentek Building Products”, and together with the Company and Gentek Holdings, the “US Borrowers”, and each, a “US Borrower”), GENTEK CANADA HOLDINGS LIMITED (“Gentek Canada”), ASSOCIATED MATERIALS CANADA LIMITED (“AM Canada”) and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP (“Gentek LP”, and together with the Gentek Canada and AM Canada, the “Canadian Borrowers”, and each, a “Canadian Borrower”, and together with the US Borrowers, the “Borrowers”), the banks, financial institutions and other institutional lenders and investors from time to time parties thereto (each individually a “Lender” and collectively, the “Lenders”), UBS AG, STAMFORD BRANCH, as the US Administrative Agent, UBS AG CANADA BRANCH as Canadian Administrative Agent and the other agents, arrangers and bookrunners party thereto.

The undersigned, [___], the [___] of each company listed on Schedule I hereto (each, a “Company”), hereby certifies as follows:

[___] is the duly elected [___] of each Company and the signature set forth on the signature line for such officer below is such officer’s true and genuine signature, and such officer is duly authorized to execute and deliver, on behalf of each Company the Credit Documents to be delivered by each Company.

The undersigned [___], the [___] of each Company, certifies as follows:

a. Attached hereto as Exhibit A is a true, complete and correct copy of the certificate of [incorporation] [formation] of each Company, and each such certificate of [incorporation] [formation] is in full force and effect on the date hereof and has not otherwise been amended, repealed, modified or restated.

b. Attached hereto as Exhibit B is a true, complete and correct copy of the [bylaws] [limited liability company agreement] of each Company, and each such [bylaws] [limited liability company agreement] [are] [is] in full force and effect on the date hereof and [have] [has] not otherwise been amended, repealed, modified or restated.

c. Attached hereto as Exhibit C is a complete and correct copy of the resolutions duly adopted by the [board of directors] [sole member] of each Company authorizing the execution, delivery and performance of the Credit Agreement and each other Credit Document to which each Company is a party; such resolutions have not in any way been amended, modified, revoked or rescinded, have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect; and such resolutions are the only proceedings of each Company now in force relating to or affecting the matters referred to therein.

Exhibit H-1

d. Attached hereto as Exhibit D is a list of the duly elected and qualified officers of each Company holding the offices indicated next to their respective names, and the signatures appearing opposite their respective names are the true and genuine signatures of such officers, and each of such officers is duly authorized to execute and deliver on behalf of each Company the Credit Agreement and each other Credit Document to which such Company is a party and any certificate or other document to be delivered by such Company pursuant to any Credit Document to which such Company is a party.

e. Attached hereto as Exhibit E is a copy of the certificate of good standing of each Company.

f. Simpson Thacher & Bartlett LLP is entitled to rely on this certificate in connection with the opinion that it is rendering pursuant to the Credit Agreement.

Exhibit H-2

IN WITNESS WHEREOF, the undersigned have hereto set our names as of the date first written above.

By:		By:
	Name: [                    ]		Name: [                    ]
	Title: [                    ]		Title: [                    ]

Exhibit H-3

Schedule I

[                                        ]

Exhibit H-4

Exhibit A

Certificate of [Incorporation][Formation]

Exhibit H-5

Exhibit B

[Bylaws][Limited Liability Company Agreement]

Exhibit H-6

Exhibit C

Resolutions

Exhibit H-7

Exhibit D

Incumbencies

Name	Office	Signature
[                    ]	[                    ]
[                    ]	[                    ]
[                    ]	[                    ]
[                    ]	[                    ]
[                    ]	[                    ]

Exhibit H-8

Exhibit E

Certificates of Good Standing

Exhibit H-9

EXHIBIT I

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF PROMISSORY NOTE
(REVOLVING CREDIT AND SWINGLINE LOANS)

	New York
$	[                    ], 20[     ]

FOR VALUE RECEIVED, the undersigned, [BORROWER], (the “[US/Canadian]Borrower”)], hereby unconditionally promises to pay to the order of [Lender] or its registered assigns (the “Lender”), at the Administrative Agent’s Office or such other place as [UBS AG, STAMFORD BRANCH]/[UBS AG CANADA BRANCH] (the “Administrative Agent”) shall have specified, in [Dollars/Canadian Dollars] and in immediately available funds, in accordance with Section 2.5 of the Credit Agreement (as defined below; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement) on the [Revolving Credit] [Swingline] Maturity Date the principal amount of [                    ] US Dollars ($[                    ]) or, if less, the aggregate unpaid principal amount of all advances made by the Lender to the Borrower as [[US/Canadian]Revolving Credit] [US/Canadian]Swingline] Loans pursuant to the Credit Agreement. The Borrower further unconditionally promises to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates per annum and on the dates specified in Section 2.8 of the Credit Agreement.

This Promissory Note is one of the promissory notes referred to in Section 13.6 of the Revolving Credit Agreement, dated as of October 13, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CAREY INTERMEDIATE HOLDINGS CORP., (“Holdings”), ASSOCIATED MATERIALS, LLC (the “Company”), GENTEK HOLDINGS, LLC (“Gentek Holdings”) and GENTEK BUILDING PRODUCTS, INC. (“Gentek Building Products”, and together with the Company and Gentek Holdings, the “US Borrowers”, and each, a “US Borrower”), GENTEK CANADA HOLDINGS LIMITED (“Gentek Canada”), ASSOCIATED MATERIALS CANADA LIMITED (“AM Canada”) and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP (“Gentek LP”, and together with the Gentek Canada and AM Canada, the “Canadian Borrowers”, and each, a “Canadian Borrower”, and together with the US Borrowers, the “Borrowers”), the banks, financial institutions and other institutional lenders and investors from time to time parties thereto, UBS AG, STAMFORD BRANCH, as the US Administrative Agent, UBS AG CANADA BRANCH as Canadian Administrative Agent and the other agents, arrangers and bookrunners party thereto. This Promissory Note is subject to, and the Lender is entitled to the benefits of, the provisions of the Credit Agreement, and the [US/Canadian] Revolving Credit] [US/Canadian] Swingline] Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The [US/Canadian] Revolving Credit] [US/Canadian] Swingline] Loans evidenced hereby are subject to prepayment prior to the [Revolving Credit] [Swingline] Maturity Date, in whole or in part, as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Promissory Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever in connection with this Promissory Note. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or the Lender, any right, remedy, power or privilege hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A waiver by the Administrative Agent or the Lender of any right, remedy, power or privilege hereunder or under any Credit Document on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent or the Lender would otherwise have on any future occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights, remedies, powers and privileges provided by law.

Exhibit I-1

All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5(c) of the Credit Agreement, and such Person shall be treated as the Lender hereunder for all purposes of the Credit Agreement.

Whenever any interest under this Promissory Note is calculated using a rate based on a year of 360 days or 365 days, as the case may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or 365 days, as the case may be, (y) multiplied by the actual number of days in the calendar year in which such rate is to be ascertained and (z) divided by 360 or 365, as the case may be.

THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[BORROWER]
By:
	Name:
	Title:

Exhibit J-1-2

EXHIBIT J-1

TO THE REVOLVING
CREDIT AGREEMENT

US INTERCOMPANY NOTE

New York, New York
[                    ], 2010

FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower from time to time from any other entity listed on the signature page hereto (each, in such capacity, a “Payor”), hereby promises to pay on demand to the order of such other entity listed below (each, in such capacity, a “Payee”), in lawful money of the United States of America, or in such other currency as agreed to by such Payor and such Payee, in immediately available funds, at such location as a Payee shall from time to time designate, the unpaid principal amount of all loans and advances (including trade payables) made by such Payee to such Payor. Each Payor promises also to pay interest on the unpaid principal amount of all such loans and advances in like money at said location from the date of such loans and advances until paid at such rate per annum as shall be agreed upon from time to time by such Payor and such Payee.

Reference is made to (i) that certain Revolving Credit Agreement, dated as of October 13, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”) by and among CAREY INTERMEDIATE HOLDINGS CORP., (“Holdings”), ASSOCIATED MATERIALS, LLC (the “Company”), GENTEK HOLDINGS, LLC (“Gentek Holdings”) and GENTEK BUILDING PRODUCTS, INC. (“Gentek Building Products”, and together with the Company and Gentek Holdings, the “US Borrowers”, and each, a “US Borrower”), GENTEK CANADA HOLDINGS LIMITED (“Gentek Canada”), ASSOCIATED MATERIALS CANADA LIMITED (“AM Canada”) and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP (“Gentek LP”, and together with the Gentek Canada and AM Canada, the “Canadian Borrowers”, and each, a “Canadian Borrower”, and together with the US Borrowers, the “Borrowers”), the Revolving Lenders from time to time parties thereto, UBS AG, STAMFORD BRANCH, as US Administrative, UBS AG CANADA BRANCH as Canadian Administrative Agent and the other agents, arrangers and bookrunners party thereto, (ii) that certain Senior Secured Notes Indenture, dated as of October 13, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”) by and among the Company, CAREY ACQUISITION CORP., CAREY NEW FINANCE, INC., Gentek Holdings, Gentek Building Products and WELLS FARO BANK, NATIONAL ASSOCIATION, as trustee, and in its capacity as collateral agent, (together with its successors in such capacity, the “Notes Collateral Agent”), and (iii) that certain Intercreditor Agreement dated as of October 13, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”) among the Revolving Collateral Agent and Notes Collateral Agent and acknowledged by the Grantors. Capitalized terms used in this intercompany promissory note (this “Note”) but not otherwise defined herein shall have the meanings given to them in the Intercreditor Agreement.

This Note shall be pledged by each Payee that is either the Company or a Domestic Subsidiary (as defined in the Revolving Credit Agreement) (i) to the Notes Collateral Agent, for the benefit of the Notes Claimholders, pursuant to the Notes Collateral Documents as collateral security for the full and prompt payment when due of, and the performance of, such Payee’s Notes Obligations and (ii) to the Revolving Collateral Agent, for the benefit of the Revolving Claimholders, pursuant to the Revolving Collateral Documents as collateral security for the full and prompt payment when due of, and the performance of, such Payee’s Revolving Obligations. Each Payee hereby acknowledges and agrees that (i) after the occurrence of and during the continuance of a Notes Default, but subject to the terms of the Intercreditor Agreement, the Notes Collateral Agent may, in addition to the other rights and remedies provided pursuant to the Notes Documents and otherwise available to it, exercise all rights of the Payees with respect to this Note and (ii) after the occurrence of and during the continuance of a Revolving Default, but subject to the terms of the Intercreditor Agreement, the Revolving Collateral Agent may, in addition to the other rights and remedies provided pursuant to the Revolving Loan Documents and otherwise available to it, exercise all rights of the Payees with respect to this Note.

Exhibit J-1-1

Anything in this Note to the contrary notwithstanding, the indebtedness evidenced by this Note owed by any Payor that is a Credit Party (as defined in the Revolving Credit Agreement)(a “Credit Party Payor”) to any Payee that is not a Credit Party (a “Non-Credit Party Payee”) shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Revolving Obligations of such Credit Party Payor to the Revolving Claimholders until the Termination Date (as defined in the US Revolving Security Agreement) (or in the case of a Credit Party Payor that is a Canadian Credit Party (as defined in the Revolving Credit Agreement), until the “Termination Date”, as defined in that certain Security Agreement, dated the date hereof, by and among the Canadian Credit Parties and the Canadian Collateral Agent) and to all Notes Obligations of such Credit Party Payor to the Notes Claimholders until the Termination Date (as defined in the Notes Security Agreement); provided that each Credit Party Payor may make payments to the applicable Non-Credit Party Payee so long as no Revolving Default or Notes Default shall have occurred and be continuing (such Obligations and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”)):

(i) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any Credit Party Payor or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such Credit Party Payor (except as expressly permitted by the Revolving Loan Documents and the Notes Documents), whether or not involving insolvency or bankruptcy, then, if a Revolving Default or Notes Default has occurred and is continuing (x) the holders of Senior Indebtedness shall be irrevocably paid in full in cash in respect of all amounts constituting Senior Indebtedness (other than Hedging Obligations (as defined in the Revolving Credit Agreement), Cash Management Obligations (as defined in the Revolving Credit Agreement) or contingent indemnification obligations) before any Non-Credit Party Payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of this Note and (y) until the holders of Senior Indebtedness are irrevocably paid in full in cash in respect of all amounts constituting Senior Indebtedness (other than Hedging Obligations, Cash Management Obligations or contingent indemnification obligations), any payment or distribution to which such Non-Credit Party Payee would otherwise be entitled (other than debt securities of such Credit Party Payor that are subordinated, to at least the same extent as this Note, to the payment of all Senior Indebtedness then outstanding (such securities being hereinafter referred to as “Restructured Debt Securities”)) shall be made to the holders of Senior Indebtedness;

(ii) if any Revolving Default or Notes Default occurs and is continuing, then no payment or distribution of any kind or character shall be made by or on behalf of the Credit Party Payor or any other Person on its behalf with respect to this Note to a Non-Credit Party Payee;

(iii) if any payment or distribution of any character, whether in cash, securities or other property (other than Restructured Debt Securities), in respect of this Note shall (despite these subordination provisions) be received by any Non-Credit Party Payee in violation of clause (i) or (ii) before all Senior Indebtedness shall have been irrevocably paid in full in cash (other than Hedging Obligations, Cash Management Obligations or contingent indemnification obligations), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered in accordance with the Notes Documents and Revolving Loan Documents, subject to the terms of the Intercreditor Agreement; and

Exhibit J-1-2

(iv) Each Non-Credit Party Payee agrees to file all claims against each relevant Credit Party Payor in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Senior Indebtedness, and the Notes Collateral Agent and the Revolving Collateral Agent (together, the “Collateral Agents”) shall be entitled to all of such Non-Credit Party Payee’s rights thereunder. If for any reason a Non-Credit Party Payee fails to file such claim at least ten (10) days prior to the last date on which such claim should be filed, such Non-Credit Party Payee hereby irrevocably appoints each of the Collateral Agents as its true and lawful attorney-in-fact and each of the Collateral Agents is hereby authorized to act as attorney-in-fact in such Non-Credit Party Payee’s name to file such claim or, in each such Collateral Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of each such Collateral Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the applicable Collateral Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Non-Credit Party Payee hereby assigns to each of the Collateral Agents all of such Non-Credit Party Payee’s rights to any payments or distributions to which such Non-Credit Party Payee otherwise would be entitled. If the amount so paid is greater than such Credit Party Payor’s liability hereunder, the Collateral Agents shall pay the excess amount to the party entitled thereto under the Intercreditor Agreement and applicable law. In addition, each Non-Credit Party Payee hereby irrevocably appoints each Collateral Agent as its attorney-in-fact to exercise all of such Non-Credit Party Payee’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of each relevant Credit Party Payor.

To the fullest extent permitted by law, no present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce the subordination of this Note by any act or failure to act on the part of any Credit Party Payor or Non-Credit Party Payee or by any act or failure to act on the part of such holder or any trustee or agent for such holder. Each Non-Credit Party Payee and each Credit Party Payor hereby agree that the subordination of this Note is for the benefit of each Collateral Agent and the other Secured Parties (as defined in the Revolving Credit Agreement and the Indenture). Each Collateral Agent and the other Secured Parties are obligees under this Note to the same extent as if their names were written herein as such and each Collateral Agent may, on behalf of itself, and the Claimholders, proceed to enforce the subordination provisions herein.

The indebtedness evidenced by this Note owed by any Payor that is not a Credit Party Payor shall not be subordinated to, and shall rank pari passu in right of payment with, any other obligation of such Payor.

Nothing contained in the subordination provisions set forth above is intended to or will impair, as between each Credit Party Payor and each Non-Credit Party Payee, the obligations of such Credit Party Payor, which are absolute and unconditional, to pay to such Non-Credit Party Payee the principal of and interest on this Note as and when due and payable in accordance with its terms, or is intended to or will affect the relative rights of such Non-Credit Party Payee and other creditors of such Credit Party Payor other than the holders of Senior Indebtedness.

Each Payee is hereby authorized to record all loans and advances made by it to any Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein.

Exhibit J-1-3

Each Payor hereby waives presentment, demand, protest or notice of any kind in connection with this Note. All payments under this Note shall be made without offset, counterclaim or deduction of any kind.

It is understood that this Note shall not evidence indebtedness in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money.

This Note shall be binding upon each Payor and its successors and assigns, and the terms and provisions of this Note shall inure to the benefit of each Payee and their respective successors and assigns, including subsequent holders hereof. Notwithstanding anything to the contrary contained herein, in any Notes Collateral Document, in any Revolving Collateral Document or in any other promissory note or other instrument, this Note replaces and supersedes any and all promissory notes or other instruments which create or evidence any loans or advances made on, before or after the date hereof by any Payor to any Payee.

From time to time after the date hereof, additional Subsidiaries of the Company may become parties hereto (as Payor and/or Payee, as the case may be) by executing a counterpart signature page to this Note (each additional Subsidiary, an “Additional Party”). Upon delivery of such counterpart signature page to the Payees, notice of which is hereby waived by the Payors, each Additional Party shall be a Payor and/or a Payee, as the case may be, and shall be as fully a party hereto as if such Additional Party were an original signatory hereof. Each Payor and each Payee expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any Payor or Payee hereunder. This Note shall be fully effective as to any Payor or Payee that is or becomes a party hereto regardless of whether any other person becomes or fails to become or ceases to be a Payor or Payee hereunder.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages Follow]

Exhibit J-1-4

EXHIBIT J-1

TO THE REVOLVING
CREDIT AGREEMENT

[PAYOR / PAYEE]
By:
	Name:
	Title:

Exhibit J-1-1

EXHIBIT J-1

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF
CANADIAN INTERCOMPANY NOTE

New York, New York
[                    ], 2010

FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower from time to time from any other entity listed on the signature page hereto (each, in such capacity, a “Payor”), hereby promises to pay on demand to the order of such other entity listed below (each, in such capacity, a “Payee”), in lawful money of the United States of America, or in such other currency as agreed to by such Payor and such Payee, in immediately available funds, at such location as a Payee shall from time to time designate, the unpaid principal amount of all loans and advances (including trade payables) made by such Payee to such Payor. Each Payor promises also to pay interest on the unpaid principal amount of all such loans and advances in like money at said location from the date of such loans and advances until paid at such rate per annum as shall be agreed upon from time to time by such Payor and such Payee.

Reference is made to that certain Revolving Credit Agreement, dated as of October 13, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”) by and among CAREY INTERMEDIATE HOLDINGS CORP., (“Holdings”), ASSOCIATED MATERIALS, LLC (the “Company”), GENTEK HOLDINGS, LLC (“Gentek Holdings”) and GENTEK BUILDING PRODUCTS, INC. (“Gentek Building Products”, and together with the Company and Gentek Holdings, the “US Borrowers”, and each, a “US Borrower”), GENTEK CANADA HOLDINGS LIMITED (“Gentek Canada”), ASSOCIATED MATERIALS CANADA LIMITED (“AM Canada”) and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP (“Gentek LP”, and together with the Gentek Canada and AM Canada, the “Canadian Borrowers”, and each, a “Canadian Borrower”, and together with the US Borrowers, the “Borrowers”), the Revolving Lenders from time to time parties thereto, UBS AG, STAMFORD BRANCH, as the US Administrative, US Collateral Agent and Letter of Credit Issuer, UBS AG CANADA BRANCH as Canadian Administrative Agent and Canadian Collateral Agent (the “Canadian Collateral Agent”), WELLS FARGO CAPITAL FINANCE, LLC, as Co-Collateral Agent and Letter of Credit Issuer, UBS LOAN FINANCE LLC, as Swingline Lender and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Letter of Credit Issuer. Capitalized terms used in this intercompany promissory note (this “Note”) but not otherwise defined herein shall have the meanings given to them in the Revolving Credit Agreement.

This Note shall be pledged by each Payee that is a Canadian Subsidiary to the Canadian Collateral Agent, for the benefit of the Secured Parties, pursuant to that certain Canadian Pledge Agreement among Gentek Canada, AM Canada and the Canadian Collateral Agent, as collateral security for the full and prompt payment when due of, and the performance of, such Payee’s Canadian Obligations. Each Payee hereby acknowledges and agrees that after the occurrence of and during the continuance of an Event of Default, the Canadian Collateral Agent may, in addition to the other rights and remedies provided pursuant to the Credit Documents and otherwise available to it, exercise all rights of the Payees with respect to this Note.

Exhibit J-2-5

Anything in this Note to the contrary notwithstanding, the indebtedness evidenced by this Note owed by any Payor that is a Credit Party (a “Credit Party Payor”) to any Payee that is not a Credit Party (a “Non-Credit Party Payee”) shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Obligations of such Credit Party Payor to the Secured Parties until the Termination Date (as defined in the US Security Agreement)(or in the case of a Credit Party Payor that is a Canadian Credit Party, until the “Termination Date”, as defined in the Canadian Security Agreement); provided that each Credit Party Payor may make payments to the applicable Non-Credit Party Payee so long as no Event of Default shall have occurred and be continuing (such Obligations and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”):

(i) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any Credit Party Payor or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such Credit Party Payor (except as expressly permitted by the Credit Documents), whether or not involving insolvency or bankruptcy, then, if an Event of Default has occurred and is continuing (x) the holders of Senior Indebtedness shall be irrevocably paid in full in cash in respect of all amounts constituting Senior Indebtedness (other than Hedging Obligations, Cash Management Obligations or contingent indemnification obligations) before any Non-Credit Party Payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of this Note and (y) until the holders of Senior Indebtedness are irrevocably paid in full in cash in respect of all amounts constituting Senior Indebtedness (other than Hedging Obligations, Cash Management Obligations or contingent indemnification obligations), any payment or distribution to which such Non-Credit Party Payee would otherwise be entitled (other than debt securities of such Credit Party Payor that are subordinated, to at least the same extent as this Note, to the payment of all Senior Indebtedness then outstanding (such securities being hereinafter referred to as “Restructured Debt Securities”)) shall be made to the holders of Senior Indebtedness;

(ii) if any Event of Default occurs and is continuing, then no payment or distribution of any kind or character shall be made by or on behalf of the Credit Party Payor or any other Person on its behalf with respect to this Note to a Non-Credit Party Payee;

(iii) if any payment or distribution of any character, whether in cash, securities or other property (other than Restructured Debt Securities), in respect of this Note shall (despite these subordination provisions) be received by any Non-Credit Party Payee in violation of clause (i) or (ii) before all Senior Indebtedness shall have been irrevocably paid in full in cash (other than Hedging Obligations, Cash Management Obligations or contingent indemnification obligations), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered in accordance with, the Credit Documents; and

Exhibit J-2-2

(iv) Each Non-Credit Party Payee agrees to file all claims against each relevant Credit Party Payor in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Senior Indebtedness, and the Canadian Collateral Agent shall be entitled to all of such Non-Credit Party Payee’s rights thereunder. If for any reason a Non-Credit Party Payee fails to file such claim at least ten (10) days prior to the last date on which such claim should be filed, such Non-Credit Party Payee hereby irrevocably appoints the Canadian Collateral Agent as its true and lawful attorney-in-fact and the Canadian Collateral Agent is hereby authorized to act as attorney-in-fact in such Non-Credit Party Payee’s name to file such claim or, in the Canadian Collateral Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Canadian Collateral Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the Canadian Collateral Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Non-Credit Party Payee hereby assigns to the Canadian Collateral Agent all of such Non-Credit Party Payee’s rights to any payments or distributions to which such Non-Credit Party Payee otherwise would be entitled. If the amount so paid is greater than such Credit Party Payor’s liability hereunder, the Canadian Collateral Agent shall pay the excess amount to the party entitled thereto under applicable law. In addition, each Non-Credit Party Payee hereby irrevocably appoints the Canadian Collateral Agent as its attorney-in-fact to exercise all of such Non-Credit Party Payee’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of each relevant Credit Party Payor.

To the fullest extent permitted by law, no present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce the subordination of this Note by any act or failure to act on the part of any Credit Party Payor or Non-Credit Party Payee or by any act or failure to act on the part of such holder or any trustee or agent for such holder. Each Non-Credit Party Payee and each Credit Party Payor hereby agree that the subordination of this Note is for the benefit of the Canadian Collateral Agent and the other Secured Parties. The Canadian Collateral Agent and the other Secured Parties are obligees under this Note to the same extent as if their names were written herein as such and the Canadian Collateral Agent may, on behalf of itself and the other Secured Parties, proceed to enforce the subordination provisions herein.

The indebtedness evidenced by this Note owed by any Payor that is not a Credit Party Payor shall not be subordinated to, and shall rank pari passu in right of payment with, any other obligation of such Payor.

Nothing contained in the subordination provisions set forth above is intended to or will impair, as between each Credit Party Payor and each Non-Credit Party Payee, the obligations of such Credit Party Payor, which are absolute and unconditional, to pay to such Non-Credit Party Payee the principal of and interest on this Note as and when due and payable in accordance with its terms, or is intended to or will affect the relative rights of such Non-Credit Party Payee and other creditors of such Credit Party Payor other than the holders of Senior Indebtedness.

Each Payee is hereby authorized to record all loans and advances made by it to any Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein.

Each Payor hereby waives presentment, demand, protest or notice of any kind in connection with this Note. All payments under this Note shall be made without offset, counterclaim or deduction of any kind.

It is understood that this Note shall not evidence indebtedness in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money.

Exhibit J-2-3

This Note shall be binding upon each Payor and its successors and assigns, and the terms and provisions of this Note shall inure to the benefit of each Payee and their respective successors and assigns, including subsequent holders hereof. Notwithstanding anything to the contrary contained herein, in any Security Document or in any other promissory note or other instrument, this Note replaces and supersedes any and all promissory notes or other instruments which create or evidence any loans or advances made on, before or after the date hereof by any Payor to any Payee.

In no event shall the aggregate “interest” (as defined in Section 347 (the “Criminal Code Section”) of the Criminal Code (Canada), payable to the Payee under this Note exceed the effective annual rate of interest lawfully permitted under the Criminal Code Section. Further, if any payment, collection or demand pursuant to this Note in respect of such “interest” is determined to be contrary to the provisions of the Criminal Code Section, such payment, collection, or demand shall be deemed to have been made by mutual mistake of the Payee the Payor and such “interest” shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in the receipt by the Payee of interest at a rate not in contravention of the Criminal Code Section.

Each interest rate which is calculated under this Note on any basis other than a full calendar year (the “deemed interest period”) is, for the purposes of the Interest Act (Canada), equivalent to a yearly rate calculated by dividing such interest rate by the actual number of days in the deemed interest period, then multiplying such result by the actual number of days in the calendar year (365 or 366).

From time to time after the date hereof, additional Subsidiaries of the Company may become parties hereto (as Payor and/or Payee, as the case may be) by executing a counterpart signature page to this Note (each additional Subsidiary, an “Additional Party”). Upon delivery of such counterpart signature page to the Payees, notice of which is hereby waived by the Payors, each Additional Party shall be a Payor and/or a Payee, as the case may be, and shall be as fully a party hereto as if such Additional Party were an original signatory hereof. Each Payor and each Payee expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any Payor or Payee hereunder. This Note shall be fully effective as to any Payor or Payee that is or becomes a party hereto regardless of whether any other person becomes or fails to become or ceases to be a Payor or Payee hereunder.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages Follow]

Exhibit J-2-4

EXHIBIT K

TO THE REVOLVING
CREDIT AGREEMENT

[PAYOR / PAYEE]
By:
	Name:
	Title:

Exhibit J-2-5

EXHIBIT K

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF BORROWING BASE CERTIFICATE

Pursuant to the Revolving Credit Agreement dated as of October 13, 2010 between the undersigned, certain lenders from time to time party thereto and UBS AG, Stamford Branch as US Administrative Agent and UBS AG Canada Branch as Canadian Administrative Agent (the “Credit Agreement”), the undersigned certifies that as of the close of business, the Borrowing Base is computed as set forth below.

The Company represents and warrants that this Borrowing Base Certificate is a true and correct statement and that the information contained herein is true and correct regarding the status of Eligible Accounts, and Eligible Inventory and that the amounts reflected herein are in compliance with the provisions of the Credit Agreement and the Schedules and Exhibits thereof. The Company further represents and warrants that there is no Default or Event of Default and all representations and warranties contained in the Credit Agreement and other loan documents are true and correct. The Company understands that UBS AG, Stamford Branch and UBS AG Canada Branch and all the other lenders will extend loans in reliance upon the information contained herein.

Capitalized terms used herein and not otherwise defined herein shall have the meanings specified in the Credit Agreement.

Exhibit K-5

US BORROWING BASE AND LOAN REPORT

Pursuant to the provisions of the Revolving Credit Agreement, dated as of October 13, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement), among Associated Materials, LLC (the “Company”), the other Credit Parties signatory thereto, the Lenders signatory thereto from time to time, UBS AG, Stamford Branch, as U.S. Administrative Agent and U.S. Collateral Agent, UBS AG Canada Branch, as Canadian Administrative Agent and Canadian Collateral Agent, and Wells Fargo Capital Finance, LLC as Co-Collateral Agent, the Company (on behalf of itself and the other Borrowers) hereby delivers this Borrowing Base Certificate to the Agents:

BORROWER	Associated Materials LLC	DATE	9/4/2010
ADDRESS		NUMBER

1 ACCOUNTS RECEIVABLE CONTROL BALANCE
2 ASSIGNMENT OF ACCOUNTS RECEIVABLE
a. Total Debit Amount
b. Less: Credit Memos
Others GENERAL ENTRIES
TOTAL ADDITIONS
3 DEDUCTIONS FROM ACCOUNTS RECEIVABLE CONTROL
a. Collections
b. Discounts Allowed
c. Returns and Allowances
d. Others
TOTAL DEDUCTIONS
4 GROSS ACCOUNTS RECEIVABLE (Line 1 + Line 2 minus Line 3) __________
5 LESS: INELIGIBLES (Report Dated    /   /   )
6 ELIGIBLE ACCOUNTS RECEIVABLE / COLLATERAL AVAILABLE FOR LOANS (Line 4 minus Line 5)
7 ACCOUNTS RECEIVABLE COLLATERAL / AVAILABILITY @ ADVANCE	85	%
8 INVENTORY COLLATERAL / AVAILABILITY — see attached schedule (US Cap $75MM Consolidated Cap $100MM)
10 GROSS BORROWING BASE (Line 7 + Line 8 + Line 9) ______________________
11 FIXED ASSET AVAILABILITY -see attached schedule
12 GROSS AVAILABILITY WITH FIXED ASSETS
13 LESS: Letters of Credit Reserve and OTHER RESERVES
14 NET BORROWING BASE (Line 12 - Line 13)
15 NET BORROWING BASE CAP			$	150,000
16 NET BORROWING BASE
17 LOANS OUTSTANDING
a. Balance from Previous Report (#                     )
b. Less: Collections
c. Plus: Advances
NET OUTSTANDING LOANS (Line 17a - 17b plus 17c)
18 AVAILABILITY BEFORE REQUESTED LOAN ADVANCE
18
20
21 AVAILABILITY AFTER REQUESTED LOAN ADVANCE

The undersigned borrower certifies to you that: (a) this report, including all other reports and other schedules referred to herein, is true and correct in all respects, is in accordance with the books and records of the undersigned and is prepared in accordance with the terms of the Loan Agreement:

CANADA BORROWING BASE AND LOAN REPORT

Pursuant to the provisions of the Revolving Credit Agreement, dated as of October 13, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement), among Associated Materials, LLC (the “Company”), the other Credit Parties signatory thereto, the Lenders signatory thereto from time to time, UBS AG, Stamford Branch, as U.S. Administrative Agent and U.S. Collateral Agent, UBS AG Canada Branch, as Canadian Administrative Agent and Canadian Collateral Agent, and Wells Fargo Capital Finance, LLC as Co-Collateral Agent, the Company (on behalf of itself and the other Borrowers) hereby delivers this Borrowing Base Certificate to the Agents:

BORROWER	Gentek Building Products Limited Parternship	DATE	9/4/2010
ADDRESS		NUMBER

1 ACCOUNTS RECEIVABLE CONTROL BALANCE
2 ASSIGNMENT OF ACCOUNTS RECEIVABLE
a. Total Debit Amount
b. Less: Credit Memos
Others GENERAL ENTRIES
TOTAL ADDITIONS
3 DEDUCTIONS FROM ACCOUNTS RECEIVABLE CONTROL
a. Collections
b. Discounts Allowed
c. Returns and Allowances
d. Others
TOTAL DEDUCTIONS
4 GROSS ACCOUNTS RECEIVABLE (Line 1 + Line 2 minus Line 3) ____________
5 LESS: INELIGIBLES (Report Dated    /   /   )
6 ELIGIBLE ACCOUNTS RECEIVABLE / COLLATERAL AVAILABLE FOR LOANS (Line 4 minus Line 5) ____________________
7 ACCOUNTS RECEIVABLE COLLATERAL / AVAILABILITY @ ADVANCE	85	%
8 INVENTORY COLLATERAL / AVAILABILITY — see attached schedule (CAD Cap $35MM Consolidated Cap $100MM)
10 GROSS BORROWING BASE (Line 7 + Line 8 + Line 9) ________________________
11 FIXED ASSET AVAILABILITY -see attached schedule
12 GROSS AVAILABILITY WITH FIXED ASSETS
13 LESS: Letters of Credit Reserve and OTHER RESERVES
14 NET BORROWING BASE (Line 12 - Line 13)
15 NET BORROWING BASE CAP			$	75,000
16 NET BORROWING BASE
17 LOANS OUTSTANDING
a. Balance from Previous Report (#                     )
b. Less: Collections
c. Plus: Advances
NET OUTSTANDING LOANS (Line 17a - 17b plus 17c)
18 AVAILABILITY BEFORE REQUESTED LOAN ADVANCE
18
20
21 AVAILABILITY AFTER REQUESTED LOAN ADVANCE

The undersigned has hereunto signed his name on this Borrowing Base Certificate on                     , 20_.

[ASSOCIATED MATERIALS, LLC]
By:
	Name:
	Title:	Vice President, Corporate Controller

Exhibit K-6

EXHIBIT L

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF LOSS SHARING AGREEMENT

This LOSS SHARING AGREEMENT is dated as of October [ ], 2010 (this “Agreement”), and entered into by and between UBS AG, STAMFORD BRANCH, in its capacity as US administrative agent for the Lenders, UBS AG CANADA BRANCH, in its capacity as Canadian administrative agent for the Lenders (including their successors and assigns from time to time, the “Administrative Agents”) and the Lenders from time to time party to the Revolving Credit Agreement, dated as of October 13, 2010 (the “Credit Agreement”), by and among CAREY INTERMEDIATE HOLDINGS CORP., (“Holdings”), ASSOCIATED MATERIALS, LLC (the “Company”) GENTEK HOLDINGS, LLC (“Gentek Holdings”) and GENTEK BUILDING PRODUCTS, INC. (“Gentek Building Products”, and together with the Company and Gentek Holdings, the “US Borrowers”, and each, a “US Borrower”), GENTEK CANADA HOLDINGS LIMITED (“Gentek Canada”), ASSOCIATED MATERIALS CANADA LIMITED (“AM Canada”) and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP (“Gentek LP”, and together with the Gentek Canada and AM Canada, the “Canadian Borrowers”, and each, a “Canadian Borrower”, and together with the US Borrowers, the “Borrowers”), the banks, financial institutions and other institutional lenders and investors from time to time parties thereto, the Administrative Agents and the other agents, arrangers and bookrunners party thereto. Capitalized terms not defined herein have the meanings given such terms by the Credit Agreement.

The Lenders have agreed to make Loans to the Borrowers and the Letter of Credit Issuers have agreed to issue Letters of Credit for the account of the Borrowers and their Subsidiaries, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each of the Lenders and the Letter of Credit Issuers are providing the financing arrangements contemplated by the Credit Agreement in reliance upon each other Lender and the Administrative Agents entering into this Agreement.

Accordingly, the parties hereto agree as follows:

Section 1 — Certain Definitions. As used in this Agreement, the following terms shall have the following meanings:

“CAM” shall mean the mechanism for the allocation and exchange of interests in the Loans, participations in Letters of Credit and collections thereunder established under Section 2 of this Agreement.

“CAM Exchange” means the exchange of the Lenders’ interests provided for in Section 2 of this Agreement.

“CAM Exchange Date” shall mean the date on which there shall occur (a) any Event of Default referred to in Section 11.5 of the Credit Agreement with respect to the Borrowers or (b) an acceleration of Loans and termination of the Revolving Credit Commitments pursuant to Section 4 of the Credit Agreement.

“CAM Percentage” shall mean, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent of Obligations (“Designated Obligations”) owed to such Lender (whether or not at the time due and payable) immediately prior to the CAM Exchange Date and (b) the denominator shall be the aggregate amount of the Designated Obligations owed to all the Lenders (whether or not at the time due and payable) immediately prior to the CAM Exchange Date.

Exhibit L-1

Section 2 — CAM Exchange.

(a) On the CAM Exchange Date, (i) the Revolving Credit Commitments shall automatically and without further act be terminated in accordance with Section 11 of the Credit Agreement, (ii) the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that, in lieu of the interests of each Lender in the Designated Obligations, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Designated Obligations and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, the interests in the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the US Dollar Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the Lenders in respect of such Designated Obligations shall accrue and be payable in US Dollars at the rate otherwise applicable hereunder. Each Lender and each person acquiring a participation from any Lender as contemplated by Section 13.6 of the Credit Agreement hereby consents and agrees to the CAM Exchange. Each of the Lenders agrees from time to time to execute and deliver to the Administrative Agents all such promissory notes and other instruments and documents as the Administrative Agents shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans under the Credit Agreement to the Administrative Agents against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to execute, deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

(b) As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agents pursuant to any Credit Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by clause (c) below).

(c) In the event that, on or after the CAM Exchange Date, the aggregate amount of the Designated Obligations shall change as a result of the making of a disbursement under a Letter of Credit by the Letter of Credit Issuer that is not reimbursed by the applicable Borrower then (i) each applicable Lender shall, in accordance with Section 3.3 of the Credit Agreement, promptly pay its Pro Rata Share of the Unpaid Drawings (without giving effect to the CAM Exchange) to the applicable Letter of Credit Issuer, (ii) the Administrative Agents shall redetermine the CAM Percentages after giving effect to such disbursement and the making of such advances by the applicable Lenders and the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in the Designated Obligations (and the interests in the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the US Dollar Equivalent of such amount in accordance with clause (a) above), and (iii) in the event distributions shall have been made in respect of the Designated Obligations following the CAM Exchange Date as contemplated by clause (ii) above, the Lenders shall make such payments to one another as shall be necessary in order that the amounts received by them shall be equal to the amounts they would have received had each such disbursement and payment by such applicable Lender in respect of such unreimbursed payment been outstanding on the CAM Exchange Date. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive, absent manifest error.

Exhibit L-2

Section 3 — Hedging Agreements.

To the extent any Lender is also a Secured Party under the Credit Documents by virtue of being a counterparty to any Hedge Agreement or Cash Management Agreement, then the provisions of Section 2 of this Agreement shall apply equally to such Lender in its capacity as such a Secured Party.

Section 4 — Miscellaneous

(a) Amendments, Etc. No amendment or waiver of any provision of this Agreement shall be effective unless in writing signed by the Required Lenders and acknowledged by the Administrative Agents, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that (i) any amendment or waiver that disproportionately and adversely affects any one or more individual Lenders shall require the written consent of each such Lender and (ii) any amendment or waiver that disproportionately and adversely affects any Class of Lenders (either before or after the CAM Exchange) shall require the written consent of each Lender of such Class (before or after the CAM Exchange, as the case may be).

(b) Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. For the avoidance of doubt, each Person that becomes a Lender after the date hereof pursuant to Section 13.6 of the Credit Agreement or that becomes a Lender pursuant to any joinder agreement shall be a party and subject to this Agreement as if an original signatory hereto.

(c) Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement constitutes the entire contract among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when it shall have been executed by the Administrative Agents and when the Administrative Agents shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

(d) Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Credit Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(e) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Exhibit L-3

(f) SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF SUCH STATE, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO 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 COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 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.

(g) WAIVER OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN CLAUSE (f) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(h) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 13.2 OF THE CREDIT AGREEMENT. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

(i) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY 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 (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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.

[Signature Page Follows]

Exhibit L-4

EXHIBIT L

TO THE REVOLVING
CREDIT AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

UBS AG, STAMFORD BRANCH, as US Administrative Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
UBS AG CANADA BRANCH, as Canadian Administrative Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

Exhibit L-5

[LENDER]
By:
	Name:
	Title:

Exhibit L-6

EXHIBIT M

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF JOINDER AGREEMENT

THIS JOINDER AGREEMENT, dated as of                     , 20_ (this “Agreement”), is entered into by and among [NEW REVOLVING CREDIT LENDER(S)] (each a “New Revolving Credit Lender” and collectively the “New Revolving Credit Lenders”), [APPLICABLE BORROWER(S)],UBS AG, STAMFORD BRANCH, as the US Administrative Agent and UBS AG CANADA BRANCH, as the Canadian Administrative Agent under that certain Revolving Credit Agreement, dated as of October 13, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among CAREY INTERMEDIATE HOLDINGS CORP., (“Holdings”), ASSOCIATED MATERIALS, LLC (the “Company”), GENTEK HOLDINGS, LLC (“Gentek Holdings”) and GENTEK BUILDING PRODUCTS, INC. (“Gentek Building Products”, and together with the Company and Gentek Holdings, the “US Borrowers”, and each, a “US Borrower”), GENTEK CANADA HOLDINGS LIMITED (“Gentek Canada”), ASSOCIATED MATERIALS CANADA LIMITED (“AM Canada”) and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP (“Gentek LP”, and together with the Gentek Canada and AM Canada, the “Canadian Borrowers”, and each, a “Canadian Borrower”, and together with the US Borrowers, the “Borrowers”), the banks, financial institutions and other institutional lenders and investors from time to time parties thereto, UBS AG, STAMFORD BRANCH, as US Administrative Agent, UBS AG CANADA BRANCH as Canadian Administrative Agent and the other agents, arrangers and bookrunners party thereto.

RECITALS:

WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrowers may increase the Existing [US/Canadian] Revolving Credit Commitments by entering into one or more Joinder Agreements with the New [US/Canadian] Revolving Credit Lenders.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Each New [US/Canadian] Revolving Credit Lender party hereto hereby agrees to commit to provide its respective Commitment as set forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth below:

Each New [US/Canadian] Revolving Credit Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the [US/Canadian] Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes [US/Canadian] Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to [US/Canadian] Administrative Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and other Credit Documents are required to be performed by it as a Lender.

Exhibit M-1

Each New [US/Canadian] Revolving Credit Lender hereby agrees to make its Commitment on the following terms and conditions:²²

1. Applicable Margin. The Applicable Margin for each New [US/Canadian] Revolving Credit Loan shall mean, as of any date of determination, a percentage per annum as set forth below plus the pricing premium, if any, less the pricing reduction, if any, in each case as set forth below:

			Applicable
			ABR Rate
			Margin and
	Applicable		Applicable		Applicable
Average	Eurodollar		Canadian Base		CDOR Rate
Excess Availability	Rate Margin		Rate Margin		Margin
____:____		%		%		%

2. Voluntary and Mandatory Prepayments. Scheduled payments of principal of the New [US/Canadian] Revolving Credit Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the New [US/Canadian] Revolving Credit Loans in accordance with Section 2 of the Credit Agreement.

3. Other Fees. The Borrowers agrees to pay each New [US/Canadian] Revolving Credit Lender its Pro Rata Share of an aggregate fee equal to [_____ ____, _____] on [_____ ____, _____].

4. Proposed Borrowing. This Agreement represents the Borrowers’ request to borrow New [US/Canadian] Revolving Credit Loans from New [US/Canadian] Revolving Credit Lender as follows (the “Proposed Borrowing”):

a.	Business Day of Proposed Borrowing:  _____,  _____
b.	Amount of Proposed Borrowing: $  _____
c.	Interest rate option:  o   a.  ABR Loan(s)

o  b.  Eurocurrency Rate Loans with an initial Interest Period of  _____  month(s)

o	c.	CDOR Rate Loans with an initial Interest Period of  _____  month(s)
o	d.	Canadian Base Rate Loan(s)

²² Insert completed items 1-5 as applicable, with respect to New [US/Canadian] Revolving Credit Loans with such modifications as may be agreed to by the parties hereto to the extent consistent with the Credit Agreement.

Exhibit M-2

6. [New Lenders. Each New [US/Canadian] Revolving Credit Lender acknowledges and agrees that upon its execution of this Agreement and the making of New [US/Canadian] Revolving Credit Loans that such [New [US/Canadian] Revolving Credit Lender shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.]²³

7. Credit Agreement Governs. Except as set forth in this Agreement, New [US/Canadian] Revolving Credit Loans shall otherwise be subject to the provisions of the Credit Agreement and the other Credit Documents.

8. Company’s Certifications. By its execution of this Agreement, the Company hereby certifies that:

i. The representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date;

ii. No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default; and

iii. Company has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof.

9. Company Covenants. By its execution of this Agreement, Company hereby covenants that:

i. Company shall make any payments required pursuant to Section 2 of the Credit Agreement in connection with the New [US/Canadian] Revolving Credit Commitments;

ii. Company shall deliver or cause to be delivered the following legal opinions and documents: [                    ], together with all other legal opinions and other documents reasonably requested by [US/Canadian] Administrative Agent in connection with this Agreement; and

²³ Insert bracketed language if the lending institution is not already a Lender.

Exhibit M-3

10. Eligible Assignee. By its execution of this Agreement, each New [US/Canadian] Revolving Credit Lender represents and warrants that it is an Eligible Assignee.

11. Notice. For purposes of the Credit Agreement, the initial notice address of each New [US/Canadian] Revolving Credit Lender shall be as set forth in its signature below.

12. Non-US Lenders. For each New [US/Canadian] Revolving Credit Lender that is a Non-US Lender, delivered herewith to [US/Canadian] Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such New [US/Canadian] Revolving Credit Lender may be required to deliver to [US/Canadian] Administrative Agent pursuant to subsection 5.4 of the Credit Agreement.

13. Recordation of the New Loans. Upon execution and delivery hereof, [US/Canadian] Administrative Agent will record the New [US/Canadian] Revolving Credit Loans made by New [US/Canadian] Revolving Credit Lenders in the Register.

14. Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto or as otherwise provided in Section 13.1 of the Credit Agreement.

15. Entire Agreement. This Agreement, the Credit Agreement and the other Credit Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

16. GOVERNING 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.

17. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

18. Counterparts. This Agreement may be executed in multiple counterparts (any of which may be delivered via facsimile or via electronic transmission), each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement.

Exhibit M-4

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of                     , 20_.

[NAME OF NEW REVOLVING CREDIT LENDER]
By:
	Name:
	Title:
Notice Address:
Attention:
Telephone:
Facsimile:
[NAME OF BORROWER]
By:
	Name:
	Title:

Exhibit M-5

Consented to by:
UBS AG, STAMFORD BRANCH, as US Administrative Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
UBS AG CANADA BRANCH, as Canadian Administrative Agent
By:
	Name:
	Title:
By:
	Name:
	Title

Exhibit M-6

SCHEDULE A
TO JOINDER AGREEMENT

Name of New [US/Canadian]
Revolving Lender	Type of Commitment	Amount
[                    ]		$
Total:		$

Exhibit M-7

EXHIBIT N

TO THE REVOLVING
CREDIT AGREEMENT

FORM OF SOLVENCY CERTIFICATE

To the Administrative Agents and each of the Lenders party to the Credit Agreement referred to below:

I, the undersigned, the Chief Financial Officer of [                ], a [                ] (the “Company”), in that capacity only and not in my individual capacity (and without personal liability), do hereby certify as of the date hereof, and based upon facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such fact and circumstances after the date hereof), that:

1. This certificate is furnished to the Administrative Agents and the Lenders pursuant to Section 6.9 of the Revolving Credit Agreement, dated as of October 13, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”), by and among CAREY INTERMEDIATE HOLDINGS CORP., (“Holdings”), ASSOCIATED MATERIALS, LLC (the “Company”), GENTEK HOLDINGS, LLC (“Gentek Holdings”) and GENTEK BUILDING PRODUCTS, INC. (“Gentek Building Products”, and together with the Company and Gentek Holdings, the “US Borrowers”, and each, a “US Borrower”), GENTEK CANADA HOLDINGS LIMITED (“Gentek Canada”), ASSOCIATED MATERIALS CANADA LIMITED (“AM Canada”) and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP (“Gentek LP”, and together with the Gentek Canada and AM Canada, the “Canadian Borrowers”, and each, a “Canadian Borrower”, and together with the US Borrowers, the “Borrowers”), the banks, financial institutions and other institutional lenders and investors from time to time parties thereto, UBS AG, STAMFORD BRANCH, as US Administrative Agent, UBS AG CANADA BRANCH as Canadian Administrative Agent and the other agents, arrangers and bookrunners party thereto. Unless otherwise defined herein, capitalized terms used in this certificate shall have the meanings set forth in the Credit Agreement.

2. For purposes of this certificate, the terms below shall have the following definitions:

(a) “Fair Value”

The amount at which the assets (both tangible and intangible), in their entirety, of the Company and its Subsidiaries taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.

(b) “Present Fair Salable Value”

The amount that could be obtained by an independent willing seller from an independent willing buyer if the assets of the Company and its Subsidiaries taken as a whole are sold with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated.

Exhibit N-1

(c) “Stated Liabilities”

The recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Company and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof the issuance of 9.125% Senior Secured Notes, due 2017 (the “Notes”) and the use of proceeds of such Notes on the date hereof, determined in accordance with GAAP consistently applied.

(d) “Identified Contingent Liabilities”

The maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Company and its Subsidiaries taken as a whole after giving effect to the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Company.

(e) “Will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature”

For the period from the date hereof through the Maturity Date, the Company and its Subsidiaries taken as a whole will have sufficient assets and cash flow to pay their respective Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the case of contingent liabilities) otherwise become payable.

(f) “Do not have Unreasonably Small Capital”

For the period from the date hereof through the Maturity Date, the Company and its Subsidiaries taken as a whole after consummation of the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof and the issuance of the Notes and the use of proceeds of such Notes on the date hereof is a going concern and has sufficient capital to ensure that it will continue to be a going concern for such period.

3. For purposes of this certificate, I, or officers of the Company under my direction and supervision, have performed the following procedures as of and for the periods set forth below.

(a) I have reviewed the financial statements (including the pro forma financial statements) referred to in Section 6.10 of the Credit Agreement.

(b) I have knowledge of and have reviewed to my satisfaction the Credit Agreement.

(c) As chief financial officer of the Company, I am familiar with the financial condition of the Company and its Subsidiaries.

Exhibit N-2

4. Based on and subject to the foregoing, I hereby certify on behalf of the Company that after giving effect to the consummation of the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof and issuance of the Notes and the use of proceeds of such Notes on the date hereof), it is my opinion that (i) the Fair Value and Present Fair Salable Value of the assets of the Company and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (ii) the Company and its Subsidiaries taken as a whole do not have Unreasonably Small Capital; and (iii) the Company and its Subsidiaries taken as a whole will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature.

* * *

Exhibit N-3

IN WITNESS WHEREOF, the Company has caused this certificate to be executed on its behalf by its Chief Financial Officer this                 day of __, 20[____].

[                                                                                ]
By:
	Name:
	Title: Chief Financial Officer

Exhibit N-4

EXHIBIT N

TO THE REVOLVING
CREDIT AGREEMENT

Exhibit N-5

EXHIBIT P

TO THE REVOLVING
CREDIT AGREEMENT

EXHIBIT P-1

U.S. TAX COMPLIANCE CERTIFICATE
(For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to the Credit Agreement dated as of October 13, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“Holdings”), ASSOCIATED MATERIALS, LLC., a Delaware limited liability company (“Company”), the banks, financial institutions and other institutional lenders and investors from time to time parties thereto, UBS AG, STAMFORD BRANCH, as US Administrative Agent, UBS AG CANADA BRANCH as Canadian Administrative Agent and the other agents, arrangers and bookrunners party thereto. Terms defined in the Credit Agreement are used herein with the same meanings. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement.

Pursuant to the provisions of Section 5.4(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of a U.S. Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to a U.S. Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments on the Loan(s) are not effectively connected with the undersigned’s conduct of a U.S. trade or business or are effectively connected but are not includible in the undersigned’s gross income for U.S. federal income tax purposes under an income tax treaty.

The undersigned has furnished the U.S. Administrative Agent and U.S. Borrowers with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and Administrative Agents, and (2) the undersigned shall have at all times furnished the U.S. Borrowers and U.S. Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF LENDER]
By:
	Name:
	Title:

Date:  ____ ___, 20[_____]

EXHIBIT P-2

U.S. TAX COMPLIANCE CERTIFICATE
(For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to the Credit Agreement dated as of October 13, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“Holdings”), ASSOCIATED MATERIALS, LLC., a Delaware limited liability company (“Company”), the banks, financial institutions and other institutional lenders and investors from time to time parties thereto, UBS AG, STAMFORD BRANCH, as US Administrative Agent, UBS AG CANADA BRANCH as Canadian Administrative Agent and the other agents, arrangers and bookrunners party thereto. Terms defined in the Credit Agreement are used herein with the same meanings. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement.

Pursuant to the provisions of Section 5.4(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of a U.S. Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to a U.S. Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments on the Loan(s) are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business or are effectively connected but are not includible in the partners/members’ gross income for U.S. federal income tax purposes under an income tax treaty.

The undersigned has furnished the U.S. Administrative Agent and the U.S. Borrowers with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the U.S. Borrowers and the U.S. Administrative Agent, and (2) the undersigned shall have at all times furnished the U.S. Borrowers and the U.S. Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF LENDER]
By:
	Name:
	Title:

Date:  ____ ____, 20[____]

-2-

EXHIBIT P-3

U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to the Credit Agreement dated as of October 13, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“Holdings”), ASSOCIATED MATERIALS, LLC., a Delaware limited liability company (“Company”), the banks, financial institutions and other institutional lenders and investors from time to time parties thereto, UBS AG, STAMFORD BRANCH, as US Administrative Agent, UBS AG CANADA BRANCH as Canadian Administrative Agent and the other agents, arrangers and bookrunners party thereto. Terms defined in the Credit Agreement are used herein with the same meanings. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement.

Pursuant to the provisions of Section 5.4(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of a U.S. Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to a U.S. Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade or business or are effectively connected but are not includible in the undersigned’s gross income for U.S. federal income tax purposes under an income tax treaty.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date:  ____ ___, 20[____]

-3-

EXHIBIT P-4

U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to the Credit Agreement dated as of October 13, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“Holdings”), ASSOCIATED MATERIALS, LLC., a Delaware limited liability company (“Company”), the banks, financial institutions and other institutional lenders and investors from time to time parties thereto, UBS AG, STAMFORD BRANCH, as US Administrative Agent, UBS AG CANADA BRANCH as Canadian Administrative Agent and the other agents, arrangers and bookrunners party thereto. Terms defined in the Credit Agreement are used herein with the same meanings. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement.

Pursuant to the provisions of Section 5.4(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of a U.S. Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to a U.S. Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments with respect to such participation are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business or are effectively connected but are not includible in the partners/members’ gross income for U.S. federal income tax purposes under an income tax treaty.

The undersigned has furnished its participating Lender with Internal Revenue Service Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: ________ __, 20[___]

-4-

EX-10.2

Exhibit 10.2

EXECUTION VERSION

US SECURITY AGREEMENT

US SECURITY AGREEMENT, dated as of October 13, 2010 (this “Agreement”), among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“Holdings”), ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (the “Company”), and each of the subsidiaries of the Company listed on Annex A hereto (each such subsidiary, individually, a “US Subsidiary Grantor” and, collectively, the “US Subsidiary Grantors”; and, together with Holdings and the Company, collectively, the “US Grantors”), and UBS AG, STAMFORD BRANCH, as US collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “US Collateral Agent”).

WITNESSETH:

WHEREAS, (1) Holdings and the Borrowers have entered into a Revolving Credit Agreement, dated as of October 13, 2010 (the “Credit Agreement”), with the banks, financial institutions and other institutional lenders and investors from time to time parties thereto (each individually a “Lender” and collectively, the “Lenders”), UBS AG, STAMFORD BRANCH, as US Administrative Agent, US Collateral Agent, and a Letter of Credit Issuer, UBS AG, CANADA BRANCH, as Canadian Administrative Agent and Canadian Collateral Agent, WELLS FARGO CAPITAL FINANCE, LLC, as Co-Collateral Agent and a Letter of Credit Issuer, DEUTSCHE BANK AG NEW YORK BRANCH, as a Letter of Credit Issuer, DEUTSCHE BANK AG CANADA BRANCH, as a Letter of Credit Issuer and UBS LOAN FINANCE LLC, as Swingline Lender, pursuant to which the Lenders have severally agreed to make loans to the Borrowers and the Letter of Credit Issuers have agreed to issue letters of credit for the account of the Borrowers upon the terms and subject to the conditions set forth therein, (2) one or more Cash Management Banks may from time to time provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and (3) one or more Hedge Banks may from time to time enter into Secured Hedging Agreements with any Credit Party (clauses (1), (2) and (3) collectively, the “Extensions of Credit”);

WHEREAS, pursuant to the US Guarantee, dated as of October 13, 2010 (the “US Guarantee”), each of the US Grantors (other than the US Borrowers in respect of their own obligations) have agreed to guarantee to the US Collateral Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations;

WHEREAS, pursuant to the Canadian Guarantee, dated as of October 13, 2010 (the “Canadian Guarantee”), each of the Canadian Borrowers (other than in respect of their own obligations) and their subsidiaries party thereto have agreed to guarantee to the Canadian Collateral Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Canadian Obligations;

WHEREAS, it is a condition precedent to the obligations of the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement that the US Grantors shall have executed and delivered this Agreement to the US Collateral Agent, for the benefit of the Secured Parties; and

WHEREAS, the US Grantors acknowledge that they will derive substantial direct and indirect benefit from the Extensions of Credit and have agreed to secure their obligations with respect thereto pursuant to this Agreement, on a first priority basis (subject to Permitted Liens and the terms of the Intercreditor Agreement).

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and to induce the Agents, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement, to induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and to induce one or more Hedge Banks to enter into Secured Hedging Agreements with each Credit Party, the US Grantors hereby agree with the US Collateral Agent, for the benefit of the Secured Parties, as follows:

1. Defined Terms.

(a) (i) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein (including terms used in the preamble and the recitals) shall have the meanings given to them in the Credit Agreement and (ii) all terms defined in the Uniform Commercial Code from time to time in effect in the State of New York (the “NY UCC”) and not defined herein or in the Credit Agreement shall have the meanings specified therein (and if defined in more than one article of the NY UCC, shall have the meaning specified in Article 9 thereof).

(b) The rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6 and 1.7 of the Credit Agreement shall apply to this Agreement, including terms defined in the preamble and recitals hereto.

(c) The following terms shall have the following meanings:

“After-Acquired Intellectual Property Collateral” shall have the meaning assigned to such term in Section 4.1(c).

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Borrowers” shall have the meaning assigned to such term in the recitals hereto.

“Canadian Guarantee” shall have the meaning assigned to such term in the recitals hereto.

“Collateral” shall have the meaning assigned to such term in Section 2.

“Collateral Account” shall mean any collateral account established by the US Collateral Agent as provided in Section 5.1.

“Company” shall have the meaning assigned to such term in the preamble hereto.

“Copyrights” shall mean all (a) registered copyright rights in the United States, including copyrights in computer software and the content thereof, and internet web sites, (b) registrations, recordings and applications for registration of any such copyright in the United States, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, and (c) rights to obtain all renewals thereof.

“Credit Agreement” shall have the meaning assigned to such term in the recitals hereto.

“Deposit Account Control Agreement” shall mean an agreement among the US Collateral Agent, any US Grantor and the relevant depository bank, in form and substance reasonably satisfactory to the US Collateral Agent, granting control of such US Grantor’s Deposit Accounts maintained at such depository bank in accordance with Section 9-104 of the Uniform Commercial Code in effect in the jurisdiction of such depository bank.

-2-

“Equipment” shall mean all “equipment,” as such term is defined in Article 9 of the NY UCC, now or hereafter owned by any US Grantor or to which any US Grantor has rights and, in any event, shall include all machinery, equipment, furnishings, movable trade fixtures and vehicles now or hereafter owned by any US Grantor or to which any US Grantor has rights and any and all additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

“Excluded Accounts” shall mean any accounts specified in Section 9.16(b)(iv) of the Credit Agreement.

“Excluded Assets” shall mean (a) any property or asset to the extent that the grant of a security interest in such property or asset is prohibited by any Applicable Law or requires consent not obtained of any Governmental Authority pursuant to Applicable Law, (b) any Subject Property, (c) any Excluded Capital Stock, (d) any assets or property that is subject to a Lien permitted pursuant to Section 10.2(c) of the Credit Agreement to the extent the documents relating to such Lien would not permit such assets or property to be subject to the Liens created by this Agreement and the other Credit Documents; provided that immediately upon the ineffectiveness, lapse or termination of any such restriction, such assets or property shall cease to be an Excluded Asset, (e) any Vehicles and other assets subject to certificates of title the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (f) assets to the extent a security interest in such assets would result in costs or consequences (including material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Applicable Law in any applicable jurisdiction) as reasonably determined by the Company and with the consent of the US Collateral Agent (such consent not to be unreasonably withheld or delayed) with respect to the granting or perfection of a security interest that is excessive in view of the benefits to be obtained by the Secured Parties, (g) any intellectual property, including United States intent-to-use trademark applications, to the extent that and for so long as the creation of a security interest therein would invalidate or impair the enforceability or validity of the US Grantor’s right, title or interest therein, (h) Excluded Accounts, (i) any property or assets owned by any Foreign Subsidiary or any Unrestricted Subsidiary, (j) any property included in the definition of “Collateral” in the US Pledge Agreement and (k) proceeds and products from any and all of the of the foregoing Excluded Assets described in clause (a) through (j), unless such proceeds would otherwise constitute Collateral; provided, however, that Excluded Assets will not include (i) any Proceeds, substitutions or replacements of any Excluded Assets referred to in clause (a) (unless such Proceeds, substitutions or replacements would otherwise constitute Excluded Assets) and (ii) any asset of the US Grantors that secures obligations with respect to Notes Priority Collateral.

“Exclusive IP Agreements” shall have the meaning assigned to such term in Section 3.2(a).

“Extensions of Credit” shall have the meaning assigned to such term in the recitals hereto.

“General Intangibles” shall mean all “general intangibles” as such term is defined in Article 9 of the NY UCC and, in any event, including with respect to any US Grantor, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such US Grantor is a party or under which such US Grantor has any right, title or interest or to which such US Grantor or any property of such US Grantor is subject, as the same may from time to time be amended, supplemented or otherwise modified, including (a) all rights of such US Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (b) all rights of such US Grantor to receive proceeds of any insurance, indemnity, warranty or guarantee with respect thereto, (c) all claims of such US Grantor for damages arising out of any breach of or default thereunder and (d) all rights of such US Grantor to terminate, amend, supplement, modify or exercise rights or options thereunder, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder.

-3-

“Grantors” shall have the meaning assigned to such term in the preamble hereto.

“Holdings” shall have the meaning assigned to such term in the preamble hereto.

“Intellectual Property Collateral” shall mean the Collateral constituting United States Patents, United States Trademarks and United States Copyrights set forth in Schedules 1 and 2 hereto.

“Intellectual Property Security Agreement” shall have the meaning assigned to such term in Section 4.4(e).

“IP Agreements” shall mean any and all agreements, permits, consents, orders and franchises, now or hereafter in effect, relating to the license, development, use, manufacture, distribution, sale or disclosure of any United States Copyrights, United States Patents or United States Trademarks to which any US Grantor, now or hereafter, is a party.

“Lenders” shall have the meaning assigned to such term in the recitals hereto.

“Notes Priority Collateral” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Notes Collateral Agent” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Notes Obligations” shall have the meaning assigned to such term in the Intercreditor Agreement.

“NY UCC” shall have the meaning assigned to such term in Section 1(a)(ii).

“Other Pari Passu Lien Obligations” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Patents” shall mean (a) patent registrations, statutory invention registrations, utility models, recordings and pending applications in the United States Patent and Trademark Office, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and in the case of (a) and (b), all the inventions disclosed or claimed therein and all improvements thereto, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Permitted Lien” shall mean any Lien on the Collateral expressly permitted to be granted pursuant to the Credit Agreement, including, without exception, pursuant to the definition of “Permitted Liens” therein and Section 10.2 thereof.

-4-

“Proceeds” shall mean all “proceeds” as such term is defined in Article 9 of the NY UCC and, in any event, shall include with respect to any US Grantor, any consideration received from the sale, exchange, license, lease or other Disposition of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received from any insurer or other person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property that constitutes Collateral, and shall include (a) all cash and negotiable instruments received by or held on behalf of the US Collateral Agent, (b) any claim of any US Grantor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past, present or future infringement or dilution, where applicable, of any Patent, Trademark, Copyright or Trade Secret, now or hereafter owned by any US Grantor, or licensed under an IP Agreement or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any US Grantor, and (ii) past, present or future breach of any IP Agreement and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

“Registered Intellectual Property” shall have the meaning set forth in Section 3.2.

“Secured Debt Documents” shall mean, collectively, the Credit Documents, each Secured Cash Management Agreement entered into with a Cash Management Bank and each Secured Hedging Agreement entered into with a Hedge Bank.

“Security Interest” shall have the meaning assigned to such term in Section 2(a).

“Securities Account Control Agreement” shall mean an agreement among the US Collateral Agent, any US Grantor and the relevant securities intermediary, in form and substance reasonably satisfactory to the US Collateral Agent, granting control of such US Grantor’s Securities Accounts maintained with such securities intermediary.

“Subject Property” shall mean any contract, license, lease, agreement, instrument or other document to the extent that such grant of a security interest therein (1) is prohibited by, or constitutes a breach or default under, or results in the termination of, or requires any consent not obtained under, such contract, license, lease, agreement, instrument or other document, or, in the case of any Investment Property or other securities, any applicable shareholder or similar agreement or (2) otherwise constitutes or results in the abandonment, invalidation or unenforceability of any right, title or interest of any US Grantor under such contract, license, lease, agreement, instrument or other document, except, in each case, to the extent that Applicable Law or the term in such contract, license, lease, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Applicable Law or purports to prohibit the granting of a security interest over all or a material portion of assets of any US Grantor; provided, however, that the foregoing exclusions shall not apply to the extent that any such prohibition, default or other term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other Applicable Law or principles of equity; provided, further, that the Security Interest shall attach immediately to any portion of such Subject Property that does not result in any of the consequences specified above including, without limitation, any Proceeds of such Subject Property.

“Termination Date” shall mean the date on which all Obligations are paid in full in cash (other than Cash Management Obligations under Secured Cash Management Agreements, Hedging Obligations under Secured Hedging Agreements or contingent indemnification obligations not then due and payable) and the Total Revolving Credit Commitments and all Letters of Credit are terminated (other than Letters of Credit that have been Cash Collateralized on terms set forth in Section 3.7 of the Credit Agreement following the termination of the Total Revolving Credit Commitments).

-5-

“Trademarks” shall mean (a) all United States registered trademarks, service marks, domain names, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, slogans, other source or business identifiers, now existing or hereafter adopted or acquired, and all recordings and applications for registration filed in connection with the foregoing, including registrations, recordings and applications for registration in the United States Patent and Trademark Office and all common-law rights related thereto, (b) all goodwill associated therewith or symbolized thereby and (c) all extensions or renewals thereof.

“Trade Secrets” shall mean all confidential and proprietary information, including know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, created under and governed by U.S. law.

“US Collateral Agent” shall have the meaning assigned to such term in the preamble hereto.

“US Grantor” shall have the meaning assigned to such term in the preamble hereto.

“US Guarantee” shall have the meaning assigned to such term in the recitals hereto.

“US Pledge Agreement” shall have the meaning assigned to the term “US Pledge Agreement” in the Credit Agreement.

“US Subsidiary Grantors” shall have the meaning assigned to such term in the preamble hereto.

“Vehicles” shall mean all cars, trucks, trailers, and other vehicles covered by a certificate of title law of any state and all tires and other appurtenances to any of the foregoing.

(d) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a US Grantor, shall refer to such US Grantor’s Collateral or the relevant part thereof.

2. Grant of Security Interest.

(a) As security for the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, each US Grantor hereby transfers, assigns and pledges to the US Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the US Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on (the “Security Interest”) all of such US Grantor’s right, title and interest in (subject only to Permitted Liens) and to all of the following, whether now owned or anytime hereafter acquired or existing (collectively, the “Collateral”):

(i) all Accounts;

(ii) all cash;

(iii) all Chattel Paper;

(iv) all Commercial Tort Claims described in Schedule 3 to this Agreement;

(v) all Deposit Accounts;

-6-

(vi) all Documents;

(vii) all Equipment;

(viii) all Fixtures;

(ix) all General Intangibles;

(x) all Goods;

(xi) all Instruments;

(xii) all Patents, Trademarks, Copyrights and Trade Secrets;

(xiii) all Inventory;

(xiv) all Investment Property;

(xv) all letters of credit;

(xvi) all Letter-of-Credit Rights;

(xvii) all Money;

(xviii) all Securities Accounts;

(xix) all books and records pertaining to the Collateral; and

(xx) to the extent not otherwise included, all Supporting Obligations, Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to the foregoing;

provided, however, that notwithstanding any other provision of this Agreement the Collateral shall not include any Excluded Assets.

(b) Each US Grantor hereby irrevocably authorizes the US Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto and continuations thereof that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment or continuation, including whether such US Grantor is an organization, the type of organization and any organizational identification number issued to such US Grantor. 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 such as “all assets” or “all personal property, whether now owned or hereafter acquired” of such US Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and in the case of a financing statement filed as a fixture filing or covering the Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates. Each US Grantor agrees to provide such information to the US Collateral Agent promptly upon request.

-7-

Each US Grantor also ratifies any authorization previously given in writing to the US Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto or continuations thereof if filed prior to the date hereof.

The US Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing, protecting or providing notice of the Security Interests granted by each US Grantor hereunder, and naming any US Grantor or the US Grantors as debtors and the US Collateral Agent as secured party.

This Agreement secures the payment of all the Obligations. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed to the US Collateral Agent or the Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any US Grantor.

The Security Interests created hereby are granted as security only and shall not subject the US Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any US Grantor with respect to or arising out of the Collateral.

3. Representations And Warranties.

Each US Grantor hereby represents and warrants to the US Collateral Agent and each Secured Party that:

3.1. Title; No Other Liens. Except for (a) the Security Interest granted to the US Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement, (b) the Note Liens, and (c) other Permitted Liens, such US Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. To the knowledge of such US Grantor, no action or proceeding seeking to limit, cancel or question the validity of such US Grantor’s ownership interest in the Collateral, that could reasonably be expected to result in a Material Adverse Effect, is pending or threatened. None of the US Grantors has filed or consented to the filing of any (x) security agreement, financing statement or analogous document under the Uniform Commercial Code or any other Applicable Laws covering any Collateral, (y) assignment for security in which any US Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office or the United States Copyright Office, which security agreement, financing statement or similar instrument or assignment is still in effect or (z) assignment for security in which any US Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except in the case of each of clauses (x), (y) and (z) above, such as have been filed in favor of the US Collateral Agent pursuant to this Agreement and the other Credit Documents or with respect to the Note Liens, in favor of the Notes Collateral Agent pursuant to the Senior Secured Notes Documents, or are filed in respect of Permitted Liens.

3.2. Intellectual Property.

(a) The Intellectual Property Collateral set forth on (i) Schedule 1 hereto is a true and correct list of all United States federal issued patents, pending patent applications, trademark registrations, pending trademark applications, copyright registrations (collectively, the “Registered Intellectual Property”), in each case, owned by a US Grantor in its name as of the date hereof, and indicating for each such item, as applicable, the application and/or registration number, date and jurisdiction of filing and/or issuance, the identity of the current applicant or registered owner, and (ii) Schedule 2 hereto is a true and correct list of all IP Agreements which accounted for aggregate revenue to the Company or any of its Subsidiaries of more than $5,000,000 during the Company’s 2009 fiscal year (other than non-exclusive license agreements or licenses of commercially available off-the-shelf software), in which a US Grantor is, as of the date hereof, the exclusive licensee of any United States patent, patent application, trademark registration or application for registration, copyright registration or application for registration (collectively, the “Exclusive IP Agreements”).

-8-

(b) Except as would not reasonably be expected to result in a Material Adverse Effect, the Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable in whole or in part.

(c) Except as would not reasonably be expected to result in a Material Adverse Effect, to such US Grantor’s knowledge, no Person is engaging in any activity that infringes, misappropriates, or otherwise violates the Intellectual Property Collateral or the US Grantor’s rights in or use thereof.

(d) Except as would not reasonably be expected to result in a Material Adverse Effect, to such US Grantor’s knowledge, no breach or default of any IP Agreement shall be caused by any of the following, and none of the following shall limit or impair the ownership, use, validity or enforceability of, or any rights of such US Grantor in, any Intellectual Property Collateral: (i) the consummation of the transactions contemplated by any Credit Document or (ii) any holding, decision, judgment or order rendered by any Governmental Authority.

3.3. Perfected Security Interests.

(a) Subject to the limitations set forth in clause (b) of this Section 3.3, the Security Interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the Collateral in favor of the US Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Obligations, upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each US Grantor as “debtor” and the US Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Instruments, Chattel Paper and Certificated Securities, the earlier of the delivery thereof to the US Collateral Agent and the filing of the financing statements referred to in clause (A), (C) in the case of Deposit Accounts, the execution of Deposit Account Control Agreements, (D) in the case of Securities Accounts, the execution of Securities Account Control Agreements, and/or (E) in the case of Intellectual Property Collateral, the completion of the filing, registration and recording of fully executed agreements in the form of the Intellectual Property Security Agreement set forth in Exhibit 3 hereto (x) in the United States Patent and Trademark Office and (y) in the United States Copyright Office, and (ii) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral other than Permitted Liens having priority over the US Collateral Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreement.

(b) Notwithstanding anything to the contrary herein, no US Grantor shall be required to perfect the Security Interests created hereby by any means other than (i) filings pursuant to the Uniform Commercial Code, (ii) filings with United States’ governmental offices with respect to Registered Intellectual Property, (iii) in the case of Collateral that constitutes Deposit Accounts and Securities Accounts for which a Control Agreement is required pursuant to Section 9.16 of the Credit Agreement, execute Deposit Account Control Agreements and Securities Account Control Agreements, as applicable, (iv) in the case of Collateral that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents, in each case, to the extent included in the Collateral and if the value of any such Instrument, Negotiable Document, Certificated Security or Tangible Chattel Paper exceeds $5,000,000 (individually), delivery to the US Collateral Agent (or its non-fiduciary agent or designee) to be held in its possession in the United States, provided that in no event shall any Certificated Security of any Foreign Subsidiary be required to be delivered, (v) in the case of Collateral that consists of Letter-of-Credit Rights, taking the actions specified in Section 4.5 and (vi) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No US Grantor shall be required to (x) enter into any security agreements governed under foreign law or (y) take any other actions in any foreign jurisdiction or required by foreign law to create any Security Interest in Collateral located or titled outside the United States or to perfect or make enforceable any Security Interest; provided that clauses (x) and (y) above shall not apply to any US Grantor that owns Capital Stock in any Canadian Subsidiary.

-9-

(c) It is understood and agreed that the Security Interests created hereby shall not prevent the US Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Credit Agreement.

(d) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including (i) the exact legal name of each US Grantor and (ii) the jurisdiction of organization of each US Grantor) is correct and complete as of the Closing Date.

3.4. Accounts. No amount payable in excess of $5,000,000 to such US Grantor under or in connection with any Account is evidenced by any Instrument or Chattel Paper that has not been delivered to the US Collateral Agent, properly endorsed for transfer, to the extent delivery is required by the US Pledge Agreement.

4. Covenants.

Each US Grantor hereby covenants and agrees with the US Collateral Agent and the Secured Parties that, from and after the date of this Agreement until the Termination Date:

4.1. Maintenance of Perfected Security Interest; Further Documentation.

(a) Such US Grantor shall maintain the Security Interests created hereby as perfected security interests (subject to any Permitted Lien and the terms of the Intercreditor Agreement) and shall defend the Security Interests created hereby and the priority thereof against the claims and demands not expressly permitted by the Credit Agreement of all Persons whomsoever.

(b) Such US Grantor will furnish to the US Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such US Grantor and such other reports in connection therewith as the US Collateral Agent may reasonably request.

(c) Each US Grantor agrees that should it, after the date hereof, obtain an ownership interest in any Registered Intellectual Property that would, had it been owned on the date hereof, be considered a part of the Intellectual Property Collateral or should it become a party to any IP Agreement which accounted for aggregate revenue to the Company or any of its Subsidiaries of more than $5,000,000 during the Company’s 2009 fiscal year, or any other subsequent fiscal year, that would, had such US Grantor been a party to it on the date hereof, be considered an Exclusive IP Agreement (“After-Acquired Intellectual Property Collateral”), such After-Acquired Intellectual Property Collateral shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect thereto. In addition, such US Grantor shall, on each date that the Borrowers are required to deliver a certificate of an Authorized Officer to the US Administrative Agent pursuant to Section 9.1(e) of the Credit Agreement, execute and deliver to the US Collateral Agent agreements substantially in the form of Exhibits 2 and 3 hereto covering such After-Acquired Intellectual Property Collateral, with the agreement substantially in the form of Exhibit 3 hereto to be recorded with the United States Patent and Trademark Office, the United States Copyright Office and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in any such After-Acquired Intellectual Property Collateral which is United States Registered Intellectual Property.

-10-

(d) Subject to clause (e) below and Section 3.3(b), each US Grantor agrees that at any time and from time to time, at the expense of such US Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Applicable Law, or which the US Collateral Agent or the Required Lenders may reasonably request, in order (x) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (y) to enable the US Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Security Interests created hereby, all at the expense of such US Grantor. Without limiting the generality of the foregoing, such US Grantor shall comply with Section 9.14 of the Credit Agreement.

(e) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets acquired by such US Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Domestic Subsidiary of any of the US Borrowers that is required by the Credit Agreement to become a party hereto, the relevant US Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement or this Section 4.1.

4.2. Changes in Locations, Name, etc. Each US Grantor will furnish to the US Collateral Agent prompt written notice of any change in its (i) organizational name, (ii) jurisdiction of organization or formation, (iii) identity or organizational structure, or (iv) organizational identification number. Each US Grantor agrees to make all filings under the Uniform Commercial Code or otherwise that are required by Applicable Law in order for the US Collateral Agent to continue at all times following such change to have a valid, legal and perfected Security Interest in all of the Collateral (subject to Permitted Liens and the terms of the Intercreditor Agreement).

4.3. Notices.

(a) Each US Grantor will advise the US Collateral Agent, in reasonable detail, of any Lien of which it has knowledge (other than the Security Interests created hereby and the Note Liens and other Permitted Liens) on any of the Collateral which would adversely affect, in any material respect, the ability of the US Collateral Agent to exercise any of its remedies hereunder.

(b) Upon the occurrence and during the continuation of any Event of Default, and after written notice is delivered to the applicable US Grantor, all insurance payments in respect of any Equipment shall be paid to and applied by the US Collateral Agent as specified in Section 5.4.

4.4. Intellectual Property.

(a) With respect to each item of Intellectual Property Collateral owned by each US Grantor, each US Grantor agrees to take, at its expense, all commercially reasonable steps, including, as applicable, in the United States Patent and Trademark Office, the United States Copyright Office and any other Governmental Authority located in the United States, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application for registration, now or hereafter included in such Intellectual Property Collateral of such US Grantor, in each case, except to the extent such US Grantor determines in its reasonable business judgment that the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business.

-11-

(b) Such US Grantor shall (and shall cause all its licensees to), in such US Grantor’s reasonable business judgment (i) (1) continue to use each Trademark included in the Intellectual Property Collateral in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (2) maintain at least the same standards of quality of products and services offered under such Trademark as are currently maintained, (3) use such Trademark with the appropriate notice of registration and all other notices and legends to the extent required by Applicable Law, (4) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless the US Collateral Agent shall obtain a perfected Security Interest in such other Trademark pursuant to this Agreement and (ii) not do any act or omit to do any act whereby (w) such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, (x) any Patent included in the Intellectual Property Collateral may become forfeited, misused, unenforceable, abandoned or dedicated to the public or (y) any portion of the Copyrights included in the Intellectual Property Collateral may become invalidated, otherwise impaired or fall into the public domain, except in each case to the extent failure to do any of the foregoing would not reasonably be expected to result in a Material Adverse Effect.

(c) No US Grantor shall discontinue use of or otherwise abandon any owned Intellectual Property Collateral unless such US Grantor shall have previously determined that such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such US Grantor’s business, except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect.

(d) In the event that any US Grantor becomes aware after the date hereof that any item of its material Intellectual Property Collateral is being infringed or misappropriated by a third party in any way that would reasonably be expected to have a Material Adverse Effect, such US Grantor shall promptly notify the US Collateral Agent and take such actions, at its expense, as such US Grantor deems reasonable and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, if such US Grantor deems it necessary, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation.

(e) With respect to its United States Registered Intellectual Property owned by such US Grantor in its own name on the date hereof, each US Grantor agrees to execute or otherwise authenticate an agreement, in substantially the form set forth in Exhibit 3 hereto (an “Intellectual Property Security Agreement”), for recording the Security Interest granted hereunder to the US Collateral Agent in such United States Registered Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in such Registered Intellectual Property, except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect.

4.5. Letter-of-Credit Rights. Subject to the Intercreditor Agreement, if any US Grantor is or becomes the beneficiary of a letter of credit having a face amount in excess of $5,000,000, which Letter-of-Credit Rights are not Supporting Obligations with respect to any Collateral in which the Security Interest is perfected, such US Grantor shall promptly notify the US Collateral Agent thereof and such US Grantor shall, at the request of the US Collateral Agent, pursuant to an agreement in form and substance reasonably satisfactory to the US Collateral Agent, use commercially reasonable efforts to cause the issuer and/or confirmation bank to either (i) consent to the assignment of any Letter-of-Credit Rights to the US Collateral Agent or (ii) agree to direct all payments thereunder following the occurrence and during the continuance of an Event of Default to an account as directed by the US Collateral Agent for application to the Obligations, in accordance with the provisions of the Credit Agreement.

-12-

4.6. Commercial Tort Claims. As of the date hereof, each US Grantor hereby represents and warrants that it holds no Commercial Tort Claim in excess of $5,000,000 other than those listed in Schedule 3 hereto. If any US Grantor shall at any time after the date hereof hold or acquire a new Commercial Tort Claim, such US Grantor shall, on each date that the Borrowers are required to deliver a certificate of an Authorized Officer to the US Administrative Agent pursuant to Section 9.1(e) of the Credit Agreement, execute and deliver to the US Collateral Agent agreements granting to the US Collateral Agent a Security Interest therein (subject to the terms of the Intercreditor Agreement) and in the Proceeds thereof, all upon the terms of this Agreement, with such agreement to be in form and substance reasonably satisfactory to the US Collateral Agent. The requirement in the preceding sentence shall not apply to the extent that the amount of each such Commercial Tort Claim held by a US Grantor does not exceed $5,000,000 or to the extent such US Grantor shall have previously notified the US Collateral Agent with respect to any previously held or acquired Commercial Tort Claims.

5. Remedial Provisions.

5.1. Certain Matters Relating to Accounts.

(a) At any time after the occurrence and during the continuation of an Event of Default after written notice is delivered to the US Grantor, the US Collateral Agent shall have the right to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and each US Grantor shall furnish all such assistance and information as the US Collateral Agent may reasonably require in connection with such test verifications. The US Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

(b) The US Collateral Agent hereby authorizes each US Grantor to collect such US Grantor’s Accounts and the US Collateral Agent may curtail or terminate said authority at any time upon notice after the occurrence and during the continuation of an Event of Default. If required in writing by the US Collateral Agent at any time after the occurrence and during the continuation of an Event of Default, any payments of Accounts, when collected by any US Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such US Grantor in the exact form received, duly endorsed by such US Grantor to the US Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the US Collateral Agent, subject to withdrawal by the US Collateral Agent for the account of the Secured Parties only as provided in Section 5.4, and (ii) until so turned over, shall be held by such US Grantor in trust for the US Collateral Agent and the other Secured Parties, segregated from other funds of such US Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(c) At the US Collateral Agent’s written request at any time after the occurrence and during the continuation of an Event of Default, each US Grantor shall deliver to the US Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts.

(d) Upon the occurrence and during the continuation of an Event of Default, a US Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the US Collateral Agent shall have instructed the US Grantors in writing not to grant or make any such extension, credit, discount, compromise, or settlement under any circumstances during the continuation of such Event of Default.

-13-

5.2. Communications with Obligors; US Grantors Remain Liable.

(a) The US Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of an Event of Default, after giving reasonable written notice to the relevant US Grantor of its intent to do so, communicate with obligors under the Accounts to verify with them to the US Collateral Agent’s satisfaction the existence, amount and terms of any Accounts. The US Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party; provided, that the provisions of Section 13.16 of the Credit Agreement shall apply to such information.

(b) Upon the written request of the US Collateral Agent at any time after the occurrence and during the continuation of an Event of Default, each US Grantor shall notify obligors on the Accounts that the Accounts have been assigned to the US Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the US Collateral Agent and may enforce such US Grantor’s rights against such obligors.

(c) Anything herein to the contrary notwithstanding, each US Grantor shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the US Collateral Agent nor any Secured Party shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the US Collateral Agent or any Secured Party of any payment relating thereto, nor shall the US Collateral Agent or any Secured Party be obligated in any manner to perform any of the obligations of any US Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

5.3. Proceeds to be Turned Over To US Collateral Agent. In addition to the rights of the US Collateral Agent and the other Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the US Collateral Agent so requires by notice in writing to the relevant US Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the US Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any US Grantor consisting of cash, checks and other near-cash items shall be held by such US Grantor in trust for the US Collateral Agent and the other Secured Parties, segregated from other funds of such US Grantor, and shall, forthwith upon receipt by such US Grantor, be turned over to the US Collateral Agent in the exact form received by such US Grantor (duly endorsed by such US Grantor to the US Collateral Agent, if required). All Proceeds received by the US Collateral Agent hereunder shall be held by the US Collateral Agent in a Collateral Account maintained under its sole dominion and control and on terms and conditions reasonably satisfactory to the US Collateral Agent. All Proceeds while held by the US Collateral Agent in a Collateral Account (or by such US Grantor in trust for the US Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

-14-

5.4. Application of Proceeds.

(a) Subject to the terms of the Intercreditor Agreement and except as expressly provided elsewhere in this Agreement or any other Credit Document, all proceeds received by the US Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral shall be applied as follows:

(i) FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the US Collateral Agent and US Administrative Agent in connection with such sale, collection or realization or otherwise in connection with this Agreement, the other Security Documents or any of the Obligations, including all court costs and the reasonable and documented fees and expenses of its agents and legal counsel, the repayment of all advances made by the US Collateral Agent hereunder or under any other Security Document on behalf of any US Grantor and any other reasonable and documented out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Security Document;

(ii) SECOND, to the Secured Parties, an amount equal to all US Obligations (other than Cash Management Obligations of a US Grantor under a Secured Cash Management Agreement and all Hedging Obligations of a US Grantor under each Secured Hedging Agreement) owing to them on the date of any such distribution, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof;

(iii) THIRD, to the Secured Parties, an amount equal to all Canadian Obligations (other than Cash Management Obligations of a Canadian Grantor (as defined in the Canadian Security Agreement) under a Secured Cash Management Agreement and all Hedging Obligations of a Canadian Grantor under each Secured Hedging Agreement) owing to them on the date of any such distribution, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof;

(iv) FOURTH, to the Secured Parties, an amount equal to all Cash Management Obligations under each Secured Cash Management Agreement and all Hedging Obligations under each Secured Hedging Agreement owing to them on the date of any such distribution, and, if such money shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof; and

(v) FIFTH, any surplus then remaining shall be paid to the US 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.

(b) Upon any sale of the Collateral by the US Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the US Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the US Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

-15-

5.5. Code and Other Remedies. If an Event of Default shall occur and be continuing, subject to the terms of the Intercreditor Agreement, the US Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the NY UCC or any other Applicable Law or in equity and also may without demand of performance or other demand, presentment, protest, advertisement or notice of any kind except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange broker’s board or at any of the US Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral. The US Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the US Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any US Grantor, and each US Grantor hereby waives (to the extent permitted by Applicable Law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The US Collateral Agent or any Secured Party shall have the right upon any such public sale, and, to the extent permitted by Applicable Law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, and the US Collateral Agent or such Secured Party may, subject to (x) the satisfaction in full in cash of all payments due pursuant to Section 5.4(a)(i) hereof and (y) the satisfaction of the Obligations in accordance with the priorities set forth in Section 5.4(a) hereof, pay the purchase price by crediting the amount thereof against the Obligations. Each US Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such US 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 US Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The US Collateral 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. To the extent permitted by Applicable Law, each US Grantor hereby waives any claim against the US Collateral 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 that might have been obtained at a public sale, even if the US Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each US Grantor further agrees, at the US Collateral Agent’s request, to assemble the Collateral and make it available to the US Collateral Agent at places which the US Collateral Agent shall reasonably select, whether at such US Grantor’s premises or elsewhere. The US Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.5 in accordance with the provisions of Section 5.4 hereof. As an alternative to exercising the power of sale herein conferred upon it, the US Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 5.5 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the NY UCC or its equivalent in other jurisdictions.

5.6. Deficiency. Each US Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Obligations and the fees and disbursements of any attorneys employed by the US Collateral Agent or any Secured Party to collect such deficiency.

-16-

5.7. Amendments, etc. with Respect to the Obligations; Waiver of Rights. Each US Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any US Grantor and without notice to or further assent by any US Grantor, (a) any demand for payment of any of the Obligations made by the US Collateral Agent or any other Secured Party may be rescinded by such party and any of the Obligations continued, (b) the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the US Collateral Agent or any other Secured Party, (c) the Secured Debt Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the terms of the applicable Secured Debt Document, and (d) any collateral security, guarantee or right of offset at any time held by the US Collateral Agent or any other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the US Collateral Agent nor any other Secured Party shall have any obligation to protect, perfect or insure any Lien at any time held by it as security for the Obligations or for this Agreement or any property subject thereto. When making any demand hereunder against any US Grantor, the US Collateral Agent or any other Secured Party, may, but shall be under no obligation to, make a similar demand on any of the Borrowers or any other US Grantor, and any failure by the US Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any of the Borrowers or any other US Grantor or any release of any of the Borrowers or any other US Grantor shall not relieve any US Grantor in respect of which a demand or collection is not made or any US Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the US Collateral Agent or any other Secured Party against any US Grantor. For the purpose hereof “demand” shall include the commencement and continuance of any legal proceedings.

5.8. Conflict with Credit Agreement. In the event of any conflict between the terms of this Section 5 and the Credit Agreement, the Credit Agreement shall prevail.

6. The US Collateral Agent.

6.1. US Collateral Agent’s Appointment as Attorney-in-Fact, etc.

(a) Each US Grantor hereby appoints, which appointment is irrevocable and coupled with an interest, effective upon the occurrence and during the continuation of an Event of Default, the US Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such US Grantor and in the name of such US Grantor or otherwise, for the purpose of carrying out the terms of this Agreement and the other Credit Documents, to take any and all appropriate action and to execute any and all documents and instruments which the US Collateral Agent may deem necessary or desirable to accomplish the purposes of this Agreement and the other Credit Documents, and, without limiting the generality of the foregoing, each US Grantor hereby gives the US Collateral Agent the power and right, on behalf of such US Grantor, either in the US Collateral Agent’s name or in the name of such US Grantor or otherwise, without assent by such US Grantor, to do any or all of the following at the same time or at different times, in each case after the occurrence and during the continuation of an Event of Default and after written notice by the US Collateral Agent of its intent to do so, and in each case subject to the terms of the Intercreditor Agreement:

(i) take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the US Collateral Agent for the purpose of collecting any and all such moneys due under any Account or with respect to any other Collateral whenever payable;

-17-

(ii) in the case of any Patents, Trademarks or Copyrights, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the US Collateral Agent may reasonably request to evidence the US Collateral Agent’s and the Secured Parties’ Security Interest in such Patents, Trademarks or Copyrights and the goodwill and general intangibles of such US Grantor relating thereto or represented thereby;

(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral;

(iv) execute, in connection with any sale provided for in Section 5.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral;

(v) obtain, pay and adjust insurance required to be maintained by such US Grantor or paid to the US Collateral Agent pursuant to the Credit Agreement;

(vi) send verifications of Accounts to any Person who is or who may become obligated to any US Grantor under, with respect to or on account of an Account;

(vii) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the US Collateral Agent or as the US Collateral Agent shall direct;

(viii) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral;

(ix) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral;

(x) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral;

(xi) defend any suit, action or proceeding brought against such US Grantor with respect to any Collateral (with such US Grantor’s consent (not to be unreasonably withheld or delayed) to the extent such action or its resolution could materially affect such US Grantor or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral; provided that such consent right shall not limit any other rights or remedies available to the US Collateral Agent at law);

(xii) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the US Collateral Agent may deem appropriate (with such US Grantor’s consent (not to be unreasonably withheld or delayed) to the extent such action or its resolution could materially affect such US Grantor or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral; provided that such consent right shall not limit any other rights or remedies available to the US Collateral Agent at law);

-18-

(xiii) assign any Intellectual Property Collateral throughout the world for such term or terms, on such conditions, and in such manner, as the US Collateral Agent shall in its reasonable business discretion determine; and

(xiv) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the US Collateral Agent were the absolute owner thereof for all purposes, and do, at the US Collateral Agent’s option and such US Grantor’s expense, at any time, or from time to time, all acts and things that the US Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the US Collateral Agent’s and the Secured Parties’ Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as such US Grantor might do.

Anything in this Section 6.l(a) to the contrary notwithstanding, the US Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6.1(a) unless an Event of Default shall have occurred and be continuing.

(b) If any US Grantor fails to perform or comply with any of its agreements contained herein, the US Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c) The expenses of the US Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans under the Credit Agreement, from the date of payment by the US Collateral Agent to the date reimbursed by the relevant US Grantor, shall be payable by such US Grantor to the US Collateral Agent on demand.

(d) Each US Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Security Interests created hereby are released.

6.2. Duty of US Collateral Agent. The US Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the NY UCC or otherwise, shall be to deal with it in the same manner as the US Collateral Agent deals with similar property for its own account. The US Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the US Collateral Agent accords its own property. Neither the US Collateral Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any 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 US Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the US Collateral Agent and the other Secured Parties hereunder are solely to protect the US Collateral Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the US Collateral Agent or any other Secured Party to exercise any such powers. The US Collateral Agent and the other 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 US Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

-19-

6.3. Authority of US Collateral Agent. Each US Grantor acknowledges that the rights and responsibilities of the US Collateral Agent under this Agreement with respect to any action taken by the US Collateral Agent or the exercise or non-exercise by the US Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the US Collateral Agent and the other Secured Parties, be governed by this Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the US Collateral Agent and the US Grantors, the US Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no US Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

6.4. Security Interest Absolute. All rights of the US Collateral Agent hereunder, the Security Interests created hereby and all obligations of the US Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Credit Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Credit Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any US Grantor in respect of the Obligations or this Agreement.

6.5. Continuing Security Interest; Assignments Under the Secured Debt Documents; Release.

(a) This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each US Grantor and the successors and assigns thereof and shall inure to the benefit of the US Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until the Termination Date.

(b) (i) A US Subsidiary Grantor shall automatically be released from its obligations hereunder and the Security Interests in the Collateral of such US Subsidiary Grantor created hereby shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement, as a result of which such US Subsidiary Grantor ceases to be a Restricted Subsidiary of the Company or otherwise becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of such consent did not provide otherwise, and (ii) Holdings (or the previous New Holdings, as the case may be) shall automatically be released from its obligations hereunder and the Security Interests in the Collateral of Holdings (or the previous New Holdings, as the case may be) created hereby shall be automatically released in accordance with the formation or acquisition of a New Holdings that satisfies the conditions set forth in the Credit Agreement.

(c) The Security Interests in Collateral created hereby shall be automatically released and such Collateral sold free and clear of the Lien and Security Interests created hereby (i) upon any Disposition by any US Grantor of any Collateral that is permitted under the Credit Agreement (other than to the Company or any US Subsidiary Grantor), (ii) to the extent such Collateral is comprised of property leased to a Credit Party, upon termination or expiration of such lease, (iii) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 13.1), (iv) as required by the US Collateral Agent to effect any Disposition of Collateral in connection with any exercise of remedies of the US Collateral Agent pursuant to this Agreement or any of the other Security Documents and (v) as required by the Intercreditor Agreement.

-20-

(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the US Collateral Agent shall execute and deliver to any US Grantor, at such US Grantor’s expense, all documents that such US Grantor shall reasonably request to evidence such termination or release; provided, however, that with respect to the release of any item of Collateral pursuant to Section 6.5(c)(i) in connection with any request of evidence of termination or release made of the US Collateral Agent, the US Collateral Agent may request that the US Grantor deliver a certificate of an Authorized Officer to the effect that the sale or transfer transaction is in compliance with the Credit Documents and as to such other matters as the US Collateral Agent may request. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the US Collateral Agent.

6.6. Reinstatement. This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the US Collateral Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any of the Borrowers or any other US Grantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any of the Borrowers or any other US Grantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

7. Miscellaneous.

7.1. Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected US Grantor and the US Collateral Agent in accordance with Section 13.1 of the Credit Agreement; provided, however, that this Agreement may be supplemented (but no existing provisions may be modified and no Collateral may be released) through agreements substantially in the form of Exhibit 1 and Exhibit 2, respectively, in each case duly executed by each US Grantor directly affected thereby.

7.2. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to any US Subsidiary Grantor shall be given to it in care of the Company at the Company’s addresses set forth in Section 13.2 of the Credit Agreement.

7.3. No Waiver by Course of Conduct; Cumulative Remedies. Neither the US Collateral Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 7.1 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default or in any breach of any of the terms and conditions hereof or of any other applicable Secured Debt Document. No failure to exercise, nor any delay in exercising, on the part of the US Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the US Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the US Collateral Agent or such other Secured Party would otherwise have on any other occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

7.4. Enforcement Expenses; Indemnification.

(a) Each US Grantor agrees to pay any and all reasonable and documented expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such US Grantor under this Agreement to the extent any of the Borrowers would be required to do so pursuant to Section 13.5 of the Credit Agreement.

-21-

(b) Each US Grantor agrees to pay, and to hold the US Collateral Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement to the extent any of the Borrowers would be required to do so pursuant to Section 13.5 of the Credit Agreement.

(c) Without limitation of its indemnification obligations under the other Credit Documents, each US Grantor agrees to pay, and to hold the US Collateral Agent and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent any of the Borrowers would be required to do so pursuant to Section 13.5 of the Credit Agreement.

(d) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The agreements in this Section 7.4 shall survive termination of this Agreement or any other Credit Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Credit Document or any investigation made by or on behalf of the US Collateral Agent or any other Secured Party. All amounts due under this Section 7.4 shall be payable on written demand therefor.

7.5. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no US Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the US Collateral Agent, except pursuant to a transaction expressly permitted by the Credit Agreement.

7.6. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif’)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the US Collateral Agent and the Company.

7.7. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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.

7.8. Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

-22-

7.9. Integration. This Agreement represents the agreement of each of the US Grantors with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the US Collateral Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Secured Debt Documents.

7.10. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

7.11. Submission To Jurisdiction Waivers. Each US Grantor hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such US Grantor at its address referred to in Section 7.2 or at such other address of which the US Collateral Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right of the US Collateral Agent or any other Secured Party to effect service of process in any other manner permitted by Applicable Law or shall limit the right of the US Collateral Agent or any other Secured Party to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 7.11 any special, exemplary, punitive or consequential damages.

7.12. Acknowledgments. Each US Grantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Credit Documents to which it is a party;

(b) neither the US Collateral Agent nor any other Secured Party has any fiduciary relationship with or duty to any US Grantor arising out of or in connection with this Agreement or any of the other Credit Documents, and the relationship between the US Grantors, on the one hand, and the US Collateral Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor;

-23-

(c) no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the US Grantors and the Secured Parties; and

(d) upon any Event of Default, the US Collateral Agent may proceed without notice against any US Grantor and any Collateral to collect and recover the full amount of any Obligation then due, without first proceeding against any other US Grantor or any other Collateral and without first joining any other US Grantor in any proceeding.

7.13. Additional US Grantors. Each Subsidiary of the US Borrowers that is required to become a party to this Agreement pursuant to Section 9.10 of the Credit Agreement and the terms hereof shall become a US Grantor, with the same force and effect as if originally named as a US Grantor herein, for all purposes of this Agreement upon execution and delivery by such Subsidiary of a Supplement substantially in the form of Exhibit 1 hereto. The execution and delivery of any instrument adding an additional US Grantor as a party to this Agreement shall not require the consent of any other US Grantor hereunder. The rights and obligations of each US Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new US Grantor as a party to this Agreement.

7.14. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

7.15. Intercreditor Agreement Governs. Notwithstanding anything herein to the contrary, this Agreement, the Liens and Security Interests granted to the US Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the US Collateral Agent and the other Secured Parties hereunder, in each case, with respect to the Notes Priority Collateral and Note Liens are subject to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement with respect to the Notes Priority Collateral and Note Liens, the provisions of the Intercreditor Agreement shall prevail.

7.16. Obligations of US Grantors. Notwithstanding anything herein to the contrary, prior to the Discharge of Notes Obligations (as defined in the Intercreditor Agreement), so long as the Notes Collateral Agent pursuant to the Senior Secured Notes Documents is acting as bailee and non-fiduciary agent for perfection on behalf of the US Collateral Agent pursuant to the terms of the Intercreditor Agreement, any obligation of any US Grantor in this Agreement that requires (or any representation or warranty hereunder to the extent that it would have the effect of requiring) (a)(i) delivery of Collateral to, or the possession or control of Collateral with, the US Collateral Agent shall be deemed complied with and satisfied (or, in the case of any representation or warranty hereunder, shall be deemed to be true) if such delivery of Collateral is made to, or such possession or control of Collateral is with, the Notes Collateral Agent pursuant to the Senior Secured Notes Documents or (ii) other than with respect to any releases of Liens on any Collateral, the consent of the US Collateral Agent regarding Notes Priority Collateral shall not be unreasonably withheld or delayed to the extent the Notes Collateral Agent has given such consent and (b) subject to Section 8(a)(i) of the Pledge Agreement, the provision of voting rights in connection with Notes Priority Collateral to the US Collateral Agent shall be deemed to be satisfied if such US Grantor complies with the requirements of the Senior Secured Notes Documents.

[Signature Pages Follow]

-24-

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

CAREY INTERMEDIATE HOLDINGS CORP., as a US Grantor
By:	/s/ Vicki L. Hardman
	Name:	VICKI L. HARDMAN
	Title:	VICE PRESIDENT

[ABL US Security Agreement]

ASSOCIATED MATERIALS, LLC, as a US Grantor,
By:	/s/ Vicki L. Hardman
	Name:	VICKI L. HARDMAN
	Title:	VICE PRESIDENT

[ABL US Security Agreement]

GENTEK HOLDINGS, LLC, as a US Grantor,
By:	/s/ Vicki L. Hardman
	Name:	VICKI L. HARDMAN
	Title:	VICE PRESIDENT

[ABL US Security Agreement]

GENTEK BUILDING PRODUCTS, INC., as a US Grantor,
By:	/s/ Vicki L. Hardman
	Name:	VICKI L. HARDMAN
	Title:	VICE PRESIDENT

[ABL US Security Agreement]

CAREY NEW FINANCE, INC., as a US Grantor,
By:	/s/ Vicki L. Hardman
	Name:	VICKI L. HARDMAN
	Title:	VICE PRESIDENT

[ABL US Security Agreement]

UBS AG, STAMFORD BRANCH, as Collateral Agent
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director Banking Products Services. US
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director Banking Products Services. US

[US Security Agreement]

ANNEX A TO THE
US SECURITY AGREEMENT

US SUBSIDIARY GRANTORS

US Subsidiary Grantors

GENTEK HOLDINGS, LLC
GENTEK BUILDING PRODUCTS, INC.
CAREY NEW FINANCE, INC.

Notice Address for All US Grantors

Phone: [    ]
Facsimile: [    ]
Attention: [     ]

A-1

SCHEDULE 1 TO THE
US SECURITY AGREEMENT

UNITED STATES REGISTERED INTELLECTUAL PROPERTY

A. UNITED STATES COPYRIGHT REGISTRATIONS

Registered Owner/Grantor Title Registration Number

B. UNITED STATES PATENTS AND PATENT APPLICATIONS

		Registration	Application
Registered Owner/Grantor	Patent Title	No.	No.

C. UNITED STATES REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS

		Registration	Application
Registered Owner/Grantor	Trademark Title	No.	No.

A-2

SCHEDULE 2 TO THE
US SECURITY AGREEMENT

EXCLUSIVE IP AGREEMENTS

A-3

SCHEDULE 3 TO THE
US SECURITY AGREEMENT

COMMERCIAL TORT CLAIMS

A-4

EXHIBIT 1 TO THE
US SECURITY AGREEMENT

SUPPLEMENT NO. [_____], dated as of [                    ] (this “Supplement”), to the US SECURITY AGREEMENT, dated as of October 13, 2010 (the “US Security Agreement”), among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“Holdings”), ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (the “Company”), and each of the subsidiaries of the Company listed on Annex A thereto (each such subsidiary, individually, a “US Subsidiary Grantor” and, collectively, the “US Subsidiary Grantors”; and, together with Holdings and the Company, collectively, the “US Grantors”), and UBS AG, STAMFORD BRANCH, as US collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “US Collateral Agent”).

A. Capitalized terms used herein and not otherwise defined herein (including terms used in the preamble and the recitals) shall have the meanings assigned to such terms in the US Security Agreement.

B. The rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6 and 1.7 of the Credit Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. Section 7.13 of the US Security Agreement provides that each Domestic Subsidiary of any of the US Borrowers that is required to become a party to the US Security Agreement pursuant to Section 9.10 of the Credit Agreement and the terms hereof shall become a US Grantor, with the same force and effect as if originally named as a US Grantor therein, for all purposes of the US Security Agreement upon execution and delivery by such Subsidiary of an instrument in the form of this Supplement. Each undersigned US Guarantor (each, a “New US Grantor”) is executing this Supplement in accordance with the requirements of the US Security Agreement to become a US Grantor under the US Security Agreement as consideration for the Obligations.

Accordingly, the US Collateral Agent and the New US Grantors agree as follows:

SECTION 1. In accordance with Section 7.13 of the US Security Agreement, each New US Grantor by its signature below becomes a US Grantor under the US Security Agreement with the same force and effect as if originally named therein as a US Grantor and each New US Grantor hereby (a) agrees to all the terms and provisions of the US Security Agreement applicable to it as a US Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a US Grantor thereunder are true and correct on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date). In furtherance of the foregoing, each New US Grantor, as security for the payment and performance in full of the Obligations, does hereby assign, pledge, mortgage and hypothecate to the US Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the US Collateral Agent, for the benefit of the Secured Parties, a Security Interest in all of the Collateral of such New US Grantor, in each case whether now or hereafter existing or in which now has or hereafter acquires an interest. Each reference to a “US Grantor” in the US Security Agreement shall be deemed to include each New US Grantor. The US Security Agreement is hereby incorporated herein by reference.

SECTION 2. Each New US Grantor represents and warrants to the US Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and subject to general principles of equity (whether considered in a proceeding in equity or law).

1-1

SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the US Collateral Agent and the Company. This Supplement shall become effective as to each New US Grantor when the US Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New US Grantor and the US Collateral Agent.

SECTION 4. Such New US Grantor hereby represents and warrants that (a) set forth on Schedule A attached hereto is (i) the legal name of such New US Grantor, (ii) the jurisdiction of incorporation or organization of such New US Grantor, (iii) the identity or type of organization or corporate structure of such New US Grantor and (iv) the Federal Taxpayer Identification Number and organizational number of such New US Grantor and (b) as of the date hereof (i) Schedule B hereto sets forth all of the Registered Intellectual Property owned by such New Grantor in its name, and indicates for each such item, as applicable, the application and/or registration number, date and jurisdiction of filing and/or issuance, and the identity of the current applicant or registered owner, (ii) Schedule C hereto sets forth all Exclusive IP Agreements of such New Grantor and (iii) Schedule D sets forth all Commercial Tort Claims in excess of $5,000,000 held by such New Grantor.

SECTION 5. Except as expressly supplemented hereby, the US Security Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the US Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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 8. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to each New US Grantor shall be given to it in care of the Company at the Company’s address set forth in Section 13.2 of the Credit Agreement.

SECTION 9. Each New US Grantor agrees to reimburse the US Collateral Agent for its reasonable and documented out-of-pocket expenses in connection with this Supplement, including the reasonable and documented fees, other charges and disbursements of counsel for the US Collateral Agent.

2-2

IN WITNESS WHEREOF, each New US Grantor and the US Collateral Agent have duly executed this Supplement to the US Security Agreement as of the day and year first above written.

[NEW US GRANTOR(S)],
By:
	Name:
	Title:
UBS AG, STAMFORD BRANCH, as US Collateral Agent
By:
	Name:
	Title:

2-3

SCHEDULE A
TO SUPPLEMENT NO. __ TO THE
US SECURITY AGREEMENT

CORPORATE INFORMATION

			Federal Taxpayer
	Jurisdiction of		Identification Number
	Incorporation or	Type of Organization or	and Organizational
Legal Name	Organization	Corporate Structure	Identification Number

2-4

SCHEDULE B
TO SUPPLEMENT NO. ___ TO THE
US SECURITY AGREEMENT

UNITED STATES REGISTERED INTELLECTUAL PROPERTY

A. UNITED STATES COPYRIGHT REGISTRATIONS

Registered Owner/Grantor Title Registration Number

B. UNITED STATES PATENTS AND PATENT APPLICATIONS

		Registration	Application
Registered Owner/Grantor	Patent Title	No.	No.

C. UNITED STATES REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS

		Registration	Application
Registered Owner/Grantor	Trademark Title	No.	No.

2-5

SCHEDULE C
TO SUPPLEMENT NO. ___ TO THE
US SECURITY AGREEMENT

EXCLUSIVE IP AGREEMENTS

2-6

SCHEDULE D
TO SUPPLEMENT NO. ___ TO THE
US SECURITY AGREEMENT

COMMERCIAL TORT CLAIMS

1-1

EXHIBIT 2 TO THE
US SECURITY AGREEMENT

SUPPLEMENT NO. [_____], dated as of [                    ] (this “Supplement”), to the US SECURITY AGREEMENT, dated as of October 13, 2010 (the “US Security Agreement”), among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“Holdings”), ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (the “Company”), and each of the subsidiaries of the Company listed on Annex A thereto (each such subsidiary, individually, a “US Subsidiary Grantor” and, collectively, the “US Subsidiary Grantors”; and, together with Holdings and the Company, collectively, the “US Grantors”), and UBS AG, STAMFORD BRANCH, as US collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “US Collateral Agent”).

A. Capitalized terms used herein and not otherwise defined herein (including terms used in the preamble and the recitals) shall have the meanings assigned to such terms in the US Security Agreement.

B. The rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6 and 1.7 of the Credit Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. Pursuant to Section 4.1(c) of the US Security Agreement, each US Grantor has agreed to deliver to the US Collateral Agent a written supplement substantially in the form of Exhibit 2 thereto with respect to any After-Acquired Intellectual Property Collateral. The US Grantors have identified the additional After-Acquired Intellectual Property Collateral acquired by such US Grantors after the date of the US Security Agreement set forth on Schedules I and II hereto (collectively, the “Additional Collateral”).

Accordingly, the US Collateral Agent and the US Grantors agree as follows:

SECTION 1. Schedules 1 and 2 of the US Security Agreement are hereby supplemented, as applicable, by the information set forth in Schedules I and II hereto.

SECTION 2. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the US Collateral Agent and the Company. This Supplement shall become effective as to each US Grantor when the US Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such US Grantor and the US Collateral Agent.

SECTION 3. Except as expressly supplemented hereby, the US Security Agreement shall remain in full force and effect.

SECTION 4. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 5. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the US Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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.

2-1

SECTION 6. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to each US Grantor shall be given to it in care of the Company at the Company’s address set forth in Section 13.2 of the Credit Agreement.

SECTION 7. Each US Grantor agrees to reimburse the US Collateral Agent for its reasonable and documented out-of-pocket expenses in connection with this Supplement, including the reasonable and documented fees, other charges and disbursements of counsel for the US Collateral Agent.

2-2

IN WITNESS WHEREOF, each US Grantor and the US Collateral Agent have duly executed this Supplement to the US Security Agreement as of the day and year first above written.

[US GRANTORS],
By:
	Name:
	Title:
UBS AG, STAMFORD BRANCH, as US Collateral Agent
By:
	Name:
	Title:

2-3

SCHEDULE I
TO SUPPLEMENT NO. ___ TO THE
US SECURITY AGREEMENT

UNITED STATES REGISTERED INTELLECTUAL PROPERTY

A. UNITED STATES COPYRIGHT REGISTRATIONS

Registered Owner/Grantor Title Registration Number

B. UNITED STATES PATENTS AND PATENT APPLICATIONS

		Registration	Application
Registered Owner/Grantor	Patent Title	No.	No.

C. UNITED STATES REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS

		Registration	Application
Registered Owner/Grantor	Trademark Title	No.	No.

2-4

SCHEDULE II
TO SUPPLEMENT NO. ___ TO THE
US SECURITY AGREEMENT

EXCLUSIVE IP AGREEMENTS

2-5

EXHIBIT 3 TO THE
US SECURITY AGREEMENT

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “IP Security Agreement”), dated as of [                    ], 20[_], among the Person listed on the signature pages hereof (the “US Grantor”), and UBS AG, STAMFORD BRANCH, as US collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “US Collateral Agent”).

A. Capitalized terms used herein and not otherwise defined herein (including terms used in the preamble and the recitals) shall have the meanings assigned to such terms in the US SECURITY AGREEMENT, dated as of October 13, 2010 (the “US Security Agreement”), among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“Holdings”), ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (the “Company”), and each of the subsidiaries of the Company listed on Annex A thereto (each such subsidiary, individually, a “US Subsidiary Grantor” and, collectively, the “US Subsidiary Grantors”; and, together with Holdings and the Company, collectively, the “US Grantors”), and the US Collateral Agent.

B. The rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6 and 1.7 of the Credit Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. Pursuant to Section 4.4(e) of the US Security Agreement, US Grantor has agreed to execute or otherwise authenticate this IP Security Agreement for recording the Security Interest granted under the US Security Agreement to the US Collateral Agent in such US Grantor’s United States Registered Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in such Registered Intellectual Property.

Accordingly, the US Collateral Agent and US Grantor agree as follows:

SECTION 1. Grant of Security. The US Grantor hereby grants to the US Collateral Agent for the benefit of the Secured Parties a Security Interest in all of such US Grantor’s right, title and interest in and to the [United States Trademark registrations and applications] [United States Patent registrations and applications] [United States Copyright registrations and applications] set forth in Schedule A hereto (collectively, the “Collateral”).

SECTION 2. Security for Obligations. The grant of a Security Interest in the Collateral by US Grantor under this IP Security Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed to the US Collateral Agent or the Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving US Grantor.

SECTION 3. Recordation. US Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents, the Commissioner for Trademarks and any other applicable governmental officer located in the United States record this IP Security Agreement.

SECTION 4. Grants, Rights and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the US Security Agreement. US Grantor does hereby acknowledge and confirm that the grant of the Security Interest hereunder to, and the rights and remedies of, the US Collateral Agent with respect to the Collateral are more fully set forth in the US Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this IP Security Agreement and the terms of the US Security Agreement, the terms of the US Security Agreement shall govern.

3-1

SECTION 5. Counterparts. This IP Security Agreement may be executed by one or more of the parties to this IP Security Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 6. GOVERNING LAW. THIS IP SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 7. Severability. Any provision of this IP Security Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the US Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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 8. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to US Grantor shall be given to it in care of the Company at the Company’s address set forth in Section 13.2 of the Credit Agreement.

SECTION 9. Expenses. US Grantor agrees to reimburse the US Collateral Agent for its reasonable and documented out-of-pocket expenses in connection with this IP Security Agreement, including the reasonable and documented fees, other charges and disbursements of counsel for the US Collateral Agent.

3-2

IN WITNESS WHEREOF, US Grantor and the US Collateral Agent have duly executed this IP Security Agreement as of the day and year first above written.

[NAME OF US GRANTOR],
By:
	Name:
	Title:
UBS AG, STAMFORD BRANCH as US Collateral Agent
By:
	Name:
	Title:

3-3

SCHEDULE A TO THE
INTELLECTUAL PROPERTY
SECURITY AGREEMENT

UNITED STATES TRADEMARKS/UNITED STATES PATENTS/
UNITED STATES COPYRIGHTS]

3-4

SCHEDULE 1 TO THE
US SECURITY AGREEMENT

UNITED STATES REGISTERED INTELLECTUAL PROPERTY

A. UNITED STATES COPYRIGHT REGISTRATIONS

None

B. UNITED STATES PATENTS AND PATENT APPLICATIONS

			Issue/Filing
Title	Patent/Applic. No		Date	Record Owner
U.S. Issued Patents
Siding Panel with Interlocking Projection		5,775,042	7/7/1998	Associated Materials, LLC
Interlocking Siding Panel		5,878,543	3/9/ 1999	Associated Materials, LLC
Splicing Member for Siding Panels		6,050,041	4/18/2000	Associated Materials, LLC
Clip for Siding Panels		6,367,220	4/9/2002	Associated Materials, LLC
Splicing Member for Siding Panels		6,393,792	5/28/2002	Associated Materials, LLC
Siding Panel with Insulated Backing Panel		7,188,454	3/13/2007	Associated Materials, LLC
Siding Panel with Insulated Backing Panel		7,040,067	5/9/2006	Associated Materials, LLC
Splicer for Siding Panel Assembly		7,478,507	1/20/2009	Associated Materials, LLC
Modular fencing components		5,421,556	6/6/1995	Associated Materials, LLC
Vinyl door panel section		5,445,208	8/29/1995	Gentek Building Products, Inc.
Interlocking panel and method of making the same		5,661,939	9/2/1997	Gentek Building Products, Inc.

			Issue/Filing
Title	Patent/Applic. No		Date	Record Owner
Plastic covered articles for railings and a method of making the same		5,759,660	6/2/1998	Gentek Building Products, Inc.
Tubular fencing components formed from plastic sheet material		5,899,239	5/41999	Associated Materials, LLC
Fencing system with partial wrap components and tongue and groove board substitute		6,311,955	11/6/2001	Associated Materials, LLC
Post structure		5,704,188	1/6/1998	Associated Materials, LLC
Interlocking panel with channel nailing hem		6,370,832	4/16/2002	Associated Materials, LLC
Cap for tubular construction components and connector		6,804,921	10/19/2004	Associated Materials, LLC
Method for extruding plastic with accent color pattern		5,387,381	3/7/1995	Gentek Building Products, Inc.
U.S. Patent Applications
Siding Panel with Insulated Backing Panel		11/462,477	9/29/2006	Associated Materials, LLC
Siding Panel Assembly with Splicing Member and Insulating Panel		12/056,731	3/27/2008	Associated Materials, LLC
Siding Panel Formed of Polymer and Wood Flour		12/414,746	3/31/2009	Associated Materials, LLC
U.S. Design Patents
Siding Element		D603,067	10/27/2009	Associated Materials, LLC
Siding Element		D603,068	10/27/2009	Associated Materials, LLC
Siding Element		D603,069	10/27/2009	Associated Materials, LLC Materials, LLC

C. UNITED STATES REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS

See Attached

SCHEDULE 2 TO THE
US SECURITY AGREEMENT

EXCLUSIVE IP AGREEMENTS

License agreement between Acuity Management, Inc. (Licensor) and Gentek Building Products, Inc. (Licensee) dated January 1^st, 1998, as extended in a License Agreement Extension (not dated), for use of the Revere Marks.

SCHEDULE 3 TO THE
US SECURITY AGREEMENT

COMMERCIAL TORT CLAIMS

None

Attachment to Schedule 1(C)

ASSOCIATED MATERIALS, LLC D/B/A ALSIDE
U.S. Trademark Registrations & Applications

Mark	Current Owner	Serial No.	Filing Date	Reg. No.		Reg. Date
ALSIDE	Associated Materials, LLC	73/484,883	6/13/1984		1,361,396	9/24/1985
ALSIDE	Associated Materials, LLC	73/484,991	6/13/1984		1,374,768	12/10/1985
ALSIDE — YOUR FRIEND IN THE BUSINESS	Associated Materials, LLC	78/382,430	3/11/2004		3,124,384	8/1/2006
ALSIDE (stylized)	Associated Materials, LLC	73/484,956	6/13/1984		1,362,890	10/1/1985
ALSIDE (stylized)	Associated Materials, LLC	73/459,005	12/29/1983		1,326,987	3/26/1985
ALSIDE (stylized)	Associated Materials, LLC	73/484,971	6/13/1984		1,366,665	10/22/1985
AMHERST	Associated Materials, LLC	78/326,261	11/11/2003		2,982,062	8/2/2005
ARCHITECTURAL CLASSICS	Associated Materials, LLC	78/378,657	3/4/2004		2,959,666	6/7/2005
ARCHITECTURAL SCALLOPS	Associated Materials, LLC	78/122,394	4/17/2002		2,769,198	9/30/2003
BARRIER XP	Associated Materials, LLC	78/342,765	12/18/2003		3,036,616	12/27/2005
BECAUSE LIFE IS FOR LIVING	Associated Materials, LLC	78/306,666	9/29/2003		2,929,845	3/1/2005

Mark	Current Owner	Serial No.	Filing Date	Reg. No.		Reg. Date
BOARD & BATTEN	Associated Materials, LLC	78/180,101	10/30/2002		2,808,598	1/27/2004
BRADENTON PREMIERE	Associated Materials, LLC	77/771,432	6/30/2009
BRIAR-CUT 2000	Associated Materials, LLC	73/484,170	6/8/1984		1,362,889	10/1/1985
BROOKWOOD	Associated Materials, LLC	78/849,340	3/29/2006		3,541,971	12/2/2008
CENTERLOCK	Associated Materials, LLC	78/138,973	6/26/2002		2,741,918	7/29/2003
CENTERLOCK ENERGY CHOICE	Associated Materials, LLC	78/855,572	4/6/2006		3,244,340	5/22/2007
CENTURION	Associated Materials, LLC	78/784,923	1/4/2006		3,244,126	5/22/2007
CHARTER OAK	Associated Materials, LLC	78/127,536	5/9/2002		2,764,215	9/16/2003
CHARTER OAK ENERGY ELITE	Associated Materials, LLC	78/370,408	2/19/2004		2,999,175	9/20/2005
CHROMATRUE	Associated Materials, LLC	77/616,746	11/18/2008		3,755,833	3/2/2010
CLIMASHIELD	Associated Materials, LLC	76/261,919	5/25/2005		2,696,468	3/11/2003
CLIMATECH	Associated Materials, LLC	75/731,557	6/16/1999		2,420,765	1/16/2001
COLORCONNECT	Associated Materials, LLC	78/111,492	2/27/2002		2,775,465	10/21/2003
CONQUEST	Associated Materials, LLC	75/171,036	9/24/1996		2,126,899	1/6/1998
COVENTRY BY ALSIDE	Associated Materials, LLC	77/342,506	12/3/2007		3,577,573	2/17/2009
CYPRESS CREEK	Associated Materials, LLC	77/035,114	11/2/2006		3,540,750	12/2/2008

Page 2 of 13

Mark	Current Owner	Serial No.	Filing Date	Reg. No.		Reg. Date
ENERGYINTEL	Associated Materials, LLC	77/962,486	3/18/2010
ENERGYMAXX	Associated Materials, LLC	78/308,550	10/2/2003		2,958,504	5/31/2005
ETERNA DECK	Associated Materials, LLC	78/130,856	5/23/2002		2,875,556	8/17/2004
ETERNAFENCE	Associated Materials, LLC	78/263,726	6/18/2003		3,060,897	2/21/2006
ETERNAWELD	Associated Materials, LLC	78/453,460	7/20/2004		3,133,969	8/22/2006
EVERRAIL	Associated Materials, LLC	78/593,059	3/23/2005		3,129,028	8/15/2006
EXCALIBUR	Associated Materials, LLC	75/326,044	7/17/1997		2,189,267	9/15/1998
EXCELLENCE SERIES 62	Associated Materials, LLC	77/829,107	9/17/2009
EXTERIOR ACCENTS	Associated Materials, LLC	78/482,503	9/13/2004		3,003,107	9/27/2005
FAIRHAVEN SOUND	Associated Materials, LLC	78/482,510	9/13/2004		3,136,821	8/29/2006
FIRST IMPRESSIONS	Associated Materials, LLC	78/957,791	8/22/2006
FIRST IMPRESSIONS BY ALSIDE	Associated Materials, LLC	77/115,924	2/26/2007
FIRST ON AMERICA’S HOMES	Associated Materials, LLC	73/484,972	6/13/1984		1,361,397	9/24/1985
FIRST ON AMERICA’S HOMES	Associated Materials, LLC	73/484,992	6/13/1984		1,372,534	11/26/1985
FRAMEWORKS	Associated Materials, LLC	77/964,647	3/22/2010
GALLERY	Associated Materials, LLC	76/135,518	9/26/2000		2,901,919	11/9/2004

Page 3 of 13

Mark	Current Owner	Serial No.	Filing Date	Reg. No.		Reg. Date
GALLERY	Associated Materials, LLC	78/472,644	8/24/2004		3,518,129	10/14/2008
GENEVA	Associated Materials, LLC	78/180,107	10/30/2002		2,808,599	1/27/2004
GREENBRIAR	Associated Materials, LLC	78/766,612	12/5/2005		3,250,778	6/12/2007
GREENBRIAR IV	Associated Materials, LLC	74/638,721	2/27/1995		1,945,878	1/2/1996
HARBOR POINTE	Associated Materials, LLC	78/337,637	12/8/2003		3,165,962	10/31/2006
HOMERUN	Associated Materials, LLC	78/116,147	3/20/2002		2,754,487	8/19/2003
ILLUMINATIONS	Associated Materials, LLC	77/771,447	6/30/2009
ISS INSTALLED SALES SOLUTIONS	Associated Materials, LLC	78/855,546	4/6/2006		3,208,465	2/13/2007
LIFEWALL	Associated Materials, LLC	74/231,382	12/17/1991		1,715,783	9/15/1992
LUMINA LX	Associated Materials, LLC	77/829,123	9/17/2009
MERIDIAN	Associated Materials, LLC	77/079,156	1/9/2007		3,485,609	8/12/2008
NEXTSALE NEIGHBORHOOD MARKETING PROGRAM	Associated Materials, LLC	78/440,921	6/24/2004		3,020,158	11/29/2005
ODYSSEY	Associated Materials, LLC	73/588,837	3/19/1986		1,415,900	11/4/1986
ODYSSEY PLUS	Associated Materials, LLC	78/230,631	3/27/2003		3,188,626	12/26/2006
PELICAN BAY	Associated Materials, LLC	78/154,478	8/15/2002		2,801,477	12/30/2003

Page 4 of 13

Mark	Current Owner	Serial No.	Filing Date	Reg. No.		Reg. Date
PLATINUM SERIES INSULATION	Associated Materials, LLC	78/263,725	6/18/2003		3,032,834	12/20/2005
POLYMER P-5000	Associated Materials, LLC	73/531,032	4/8/1985		1,373,253	12/3/1985
PRESERVATION	Associated Materials, LLC	78/236,214	4/10/2003		3,340,790	11/20/2007
PRESERVATION	Associated Materials, LLC	76/203,105	2/1/2001		2,589,831	7/2/2002
PRODIGY	Associated Materials, LLC	78/368,625	2/16/2004		2,979,824	7/26/2005
REVOLUTION	Associated Materials, LLC	78/094,307	11/20/2001		3,074,152	3/28/2006
REVOLUTION BY ALSIDE	Associated Materials, LLC	78/094,312	11/20/2001		3,074,153	3/28/2006
SADDLEWOOD SUPREME	Associated Materials, LLC	74/154,428	4/5/1991		1,704,109	7/28/1992
SATINWOOD	Associated Materials, LLC	73/484,168	6/8/1984		1,376,459	12/17/1985
SAW-KERF	Associated Materials, LLC	72/431,946	8/7/1972		973,218	11/20/1973
SEQUOIA	Associated Materials, LLC	78/326,268	11/11/2003		2,982,063	8/2/2005
SHEFFIELD	Associated Materials, LLC	78/116,496	3/21/2002		2,785,031	11/18/2003
SIGNATURE	Associated Materials, LLC	78/326,273	11/11/2003		2,982,064	8/2/2005
SOLARTHERM	Associated Materials, LLC	77/203,960	6/12/2007		3,525,079	10/28/2008
SOLARZONE	Associated Materials, LLC	78/138,955	6/26/2002		2,805,812	1/13/2004
SUPER STEEL SIDING	Associated Materials, LLC	74/156,139	4/11/1991		1,698,757	7/7/1992

Page 5 of 13

Mark	Current Owner	Serial No.	Filing Date	Reg. No.		Reg. Date
THE ARCHITECTURAL COLOR COLLECTION	Associated Materials, LLC	78/099,211	12/19/2001		2,861,761	7/6/2004
THE CENTURY SERIES	Associated Materials, LLC	73/686,309	9/25/1987		1,494,265	6/28/1988
THE DESIGNER’S SELECTION	Associated Materials, LLC	73/354,368	3/12/1982		1,242,108	6/14/1983
THE NATURE OF SIDING	Associated Materials, LLC	78/717,747	9/21/2005		3,538,704	11/25/2008
THE ULTIMATE FENCE	Associated Materials, LLC	74/411,794	7/13/1993		1,914,954	8/29/1995
TRI-BEAM	Associated Materials, LLC	85/068,313	6/22/2010
TRIMWORKS	Associated Materials, LLC	78/121,757	4/15/2002		2,702,687	4/1/2003
ULTRABEAM	Associated Materials, LLC	76/261,918	5/25/2001		3,194,733	1/2/2007
ULTRAGUARD	Associated Materials, LLC	74/326,518	10/29/1992		1,803,751	11/9/1993
ULTRAMAXX	Associated Materials, LLC	74/107,251	10/19/1990		1,699,824	7/7/1992
VISTAVIEW	Associated Materials, LLC	77/462,060	4/30/2008		3671624	8/25/2009

Page 6 of 13

Mark	Current Owner	Serial No.	Filing Date	Reg. No.		Reg. Date
VYNASOL	Associated Materials, LLC	73/484,174	6/8/1984		1,375,459	12/17/1985
WESTBRIDGE	Associated Materials, LLC	78/138,944	6/26/2002		2,793,070	12/9/2003
WILLIAMSPORT	Associated Materials, LLC	74/059,475	5/16/1990		1,656,826	9/10/1991
WINDOWEXPRESS	Associated Materials, LLC	77/237,478	7/24/2007		3,526,021	10/28/2008

Page 7 of 13

GENTEK BUILDING PRODUCTS, INC.
U.S. Trademark Registrations & Applications

				Filing/
	Current	Serial/		Reg.
Mark	Owner	Reg. #		Date
5 Chevron Design	Gentek Building		75311151		6-18-97
	Products, Inc.		2182235		8-18-98
ADVANTAGE	Gentek Building		73813522		7-19-89
	Products, Inc.		1593047		4-24-90
ADVANTAGE	Gentek Building		73636555		1-15-87
	Products, Inc.		1503931		9-13-88
AMHERST	Gentek Building		76425066		6-25-02
	Products, Inc.		2706936		4-15-03
BLUEPRINT SERIES	Gentek Building		78368665		2-16-04
	Products, Inc.		3005066		10-4-05
CEDARWOOD	Gentek Building		73439485		8-15-83
	Products, Inc.		1309643		12-18-84
CEDARWOOD	Gentek Building		73573853		12-16-85
	Products, Inc.		1403757		8-5-86

Page 8 of 13

				Filing/
	Current	Serial/		Reg.
Mark	Owner	Reg. #		Date
CHEVRON CHECK DESIGN	Gentek Building		75922587		2-16-00
	Products, Inc.		2426917		2-6-01
COLOR CLEAR THROUGH	Gentek Building		75608038		12-18-88
	Products, Inc.		2515846		12-4-01
COLOR CLEAR THROUGH (Divisional)	Gentek Building		75980482		12-18-98
	Products, Inc.		2539266		2-19-02
CONCORD	Gentek Building		76422216		6-18-02
	Products, Inc.		2709166		4-22-03
DEALER OF DISTINCTION	Gentek Building		77022898		10-17-06
	Products, Inc.		3627447		5-26-09
DRIFTWOOD	Gentek Building		73354281		3-12-82
	Products, Inc.		1231131		3-15-83
DRIFTWOOD	Gentek Building		76441508		8-19-02
	Products, Inc.		2728990		6-24-03

Page 9 of 13

				Filing/
	Current	Serial/		Reg.
Mark	Owner	Reg. #		Date
ENERGYLOGIX	Gentek Building		77925967		2-2-10
	Products, Inc.
ENFUSION	Gentek Building		77927257		2-3-10
	Products, Inc.
ESSEX SERIES	Gentek Building		78490624		9-28-04
	Products, Inc.		3136858		8-29-06
FAIR OAKS	Gentek Building		76425065		6-25-02
	Products, Inc.		2706935		4-15-03
FAIRWEATHER	Gentek Building		75314281		6-24-97
	Products, Inc.		2178369		8-4-98
GENTEK	Gentek Building		75921141		2-16-00
	Products, Inc.		2419250		1-9-01
GENTEK & Design	Gentek Building		75310736		6-18-97
	Products, Inc.		2182231		8-18-98

Page 10 of 13

				Filing/
	Current	Serial/		Reg.
Mark	Owner	Reg. #		Date
GENTEK & Design	Gentek Building		75920926		2-16-00
	Products, Inc.		2421398		1-16-01
GENTEK BUILDER SERIES	Gentek Building		78374795		2-26-04
	Products, Inc.		3133823		8-22-06
GENTEK MY DESIGN HOME STUDIO & logo	Gentek Building		77648571		1-13-09
	Products, Inc.
OMNIRAIL	Gentek Building		78585464		3-11-05
	Products, Inc.		3134312		8-22-06
OXFORD	Gentek Building		75314277		6-24-97
	Products, Inc.		2176755		7-28-98
PORTFOLIO	Gentek Building		78522608		11-24-04
	Products, Inc.		3496994		9-2-08
PROCLAD	Gentek Building		78577644		3-1-05
	Products, Inc.		3308415		10-9-07
REVERE My Design Home Studio & Logo	Gentek Building		77648599		1-13-09
	Products, Inc.

Page 11 of 13

				Filing/
	Current	Serial/		Reg.
Mark	Owner	Reg. #		Date
SEQUOIA SELECT	Gentek Building		76446200		8-30-02
	Products, Inc.		2734559		7-8-03
SEQUOIA SELECT & Design	Gentek Building		77613594		11-13-08
	Products, Inc.		3672099		8-25-09
SIGNATURE	Gentek Building		74342489		12-21-92
	Products, Inc.		1788166		8-17-93
SIGNATURE SUPREME	Gentek Building		74548203		7-11-94
	Products, Inc.		1942268		12-19-95
SOVEREIGN	Gentek Building		77110793		02-19-07
	Products, Inc.		3585207		3-10-09
SOVEREIGN SELECT	Gentek Building		77110803		02-19-07
	Products, Inc.		3585208		3-10-09
SOVEREIGN SELECT ENERGY ADVANTAGE	Gentek Building		77921616		1-27-10
	Products, Inc.

Page 12 of 13

				Filing/
	Current	Serial/		Reg.
Mark	Owner	Reg. #		Date
SOVEREIGN SELECT ENERGYSMART	Gentek Building		77870231		11-11-09
	Products, Inc.
STEELSIDE	Gentek Building		74070483		6-18-90
	Products, Inc.		1685992		5-12-92
TAPESTRY	Gentek Building		78618262		04-27-05
	Products, Inc.		3529074		11-4-08
TRILOGY	Gentek Building		77937960		2-17-09
	Products, Inc.
TRIMESSENTIALS BY GENTEK	Gentek Building		78439074		6-22-04
	Products, Inc.		3163566		10-24-06
TRIMESSENTIALS BY REVERE	Gentek Building		78439083		6-22-04
	Products, Inc.		3143105		9-12-06

Page 13 of 13

EX-10.3

Exhibit 10.3

EXECUTION VERSION

US PLEDGE AGREEMENT

US PLEDGE AGREEMENT, dated as of October 13, 2010 (this “Agreement”), among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“Holdings”), ASSOCIATED MATERIALS, LLC, a Delaware limited liability company ( the “Company”), and each of the subsidiaries of the Company listed on Schedule 1 hereto (each such subsidiary, individually, a “US Subsidiary Pledgor” and, collectively, the “US Subsidiary Pledgors”; and, together with Holdings and the Company, collectively, the “US Pledgors”), and UBS AG, STAMFORD BRANCH, as US collateral agent for the Secured Parties (as defined below) (in such capacity, together with its successors in such capacity, the “US Collateral Agent”).

W I T N E S S E T H:

WHEREAS, (1) Holdings and the Borrowers have entered into a Revolving Credit Agreement, dated as of October 13, 2010 (the “Credit Agreement”), with the banks, financial institutions and other institutional lenders and investors from time to time parties thereto (each individually a “Lender” and collectively, the “Lenders”), UBS AG, STAMFORD BRANCH, as US Administrative Agent, US Collateral Agent, and a Letter of Credit Issuer, UBS AG, CANADA BRANCH, as Canadian Administrative Agent and Canadian Collateral Agent, WELLS FARGO CAPITAL FINANCE, LLC, as Co-Collateral Agent and a Letter of Credit Issuer, DEUTSCHE BANK AG NEW YORK BRANCH, as a Letter of Credit Issuer, DEUTSCHE BANK AG CANADA BRANCH, as a Letter of Credit Issuer and UBS LOAN FINANCE LLC, as Swingline Lender, pursuant to which the Lenders have severally agreed to make loans to the Borrowers and the Letter of Credit Issuers have agreed to issue letters of credit for the account of the Borrowers upon the terms and subject to the conditions set forth therein, (2) one or more Cash Management Banks may from time to time provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and (3) one or more Hedge Banks may from time to time enter into Secured Hedging Agreements with any Credit Party (clauses (1), (2) and (3) collectively, the “Extensions of Credit”);

WHEREAS, pursuant to the US Guarantee, dated as of October 13, 2010 (the “US Guarantee”), each of the US Pledgors (other than the US Borrowers in respect of their own obligations) have agreed to guarantee to the US Collateral Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations;

WHEREAS, pursuant to the Canadian Guarantee, dated as of October 13, 2010 (the “Canadian Guarantee”), each of the Canadian Borrowers (other than in respect of their own obligations) and their subsidiaries party thereto have agreed to guarantee to the Canadian Collateral Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Canadian Obligations;

WHEREAS, each US Subsidiary Pledgor is a Domestic Subsidiary of the Company or other US Subsidiary Pledgor;

WHEREAS, the proceeds of the Extensions of Credit will be used in part to enable the Company to make valuable transfers to Holdings and the Subsidiary US Pledgors in connection with the operation of their respective businesses;

WHEREAS, each US Pledgor acknowledges that it will derive substantial direct and indirect benefit from the making of the Extensions of Credit and have agreed to secure their obligations with respect thereto pursuant to this Agreement;

WHEREAS, it is a condition precedent to the obligations of the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement that the US Pledgors shall have executed and delivered this Agreement to the US Collateral Agent for the benefit of the Secured Parties; and

WHEREAS, (1) the US Pledgors are the legal and beneficial owners of the Capital Stock described in Schedule 2 and issued by the entities named therein (such Capital Stock, together with all other Capital Stock required to be pledged pursuant to Section 9.11(a) of the Credit Agreement (the “After-acquired Shares”), are referred to collectively herein as the “Pledged Shares”), and (2) each of the US Pledgors is the legal and beneficial owner of the promissory notes, chattel paper and instruments evidencing Indebtedness owed to it described in Schedule 2 and issued by the entities named therein (such notes and instruments, together with any other Indebtedness owed to any US Pledgor hereafter and required to be pledged pursuant to Section 9.11(a) of the Credit Agreement (the “After-acquired Debt”), are referred to collectively herein as the “Pledged Debt”), in each case as such schedule may be amended pursuant to Section 9.11(a) of the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and to induce the Agents, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement, to induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and to induce one or more Hedge Banks to enter into Secured Hedging Agreements with each Credit Party, the US Pledgors hereby agree with the US Collateral Agent, for the benefit of the Secured Parties, as follows:

1. Defined Terms.

(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein (including terms used in the preamble and the recitals) shall have the meanings given to them in the Credit Agreement and all terms defined in the Uniform Commercial Code from time to time in effect in the State of New York (the “NY UCC”) and not defined herein or in the Credit Agreement shall have the meanings specified therein (and if defined in more than one article of the NY UCC, shall have the meaning specified in Article 9 thereof).

(b) The rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6 and 1.7 of the Credit Agreement shall apply to this Agreement, including terms defined in the preamble and recitals hereto.

-2-

(c) The following terms shall have the following meanings:

“After-acquired Debt” shall have the meaning assigned to such term in the recitals hereto.

“After-acquired Shares” shall have the meaning assigned to such term in the recitals hereto.

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Canadian Guarantee” shall have the meaning assigned to such term in the recitals hereto.

“Collateral” shall have the meaning assigned to such term in Section 2 hereto.

“Company” shall have the meaning assigned to such term in the preamble hereto.

“Credit Agreement” shall have the meaning assigned to such term in the recitals hereto.

“Extensions of Credit” shall have the meaning assigned to such term in the recitals hereto.

“Holdings” shall have the meaning assigned to such term in the preamble hereto.

“Lenders” shall have the meaning assigned to such term in the recitals hereto.

“Notes Collateral” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Notes Collateral Agent” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Notes Obligations” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Notes Priority Collateral” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Other Pari Passu Lien Obligations” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Pledged Debt” shall have the meaning assigned to such term in the recitals hereto.

“Pledged Shares” shall have the meaning assigned to such term in the recitals hereto.

-3-

“Secured Debt Documents” shall mean, collectively, the Credit Documents, each Secured Cash Management Agreement entered into with a Cash Management Bank and each Secured Hedging Agreement entered into with a Hedge Bank.

“Termination Date” shall mean the date on which all Obligations are paid in full in cash (other than Cash Management Obligations under Secured Cash Management Agreements, Hedging Obligations under Secured Hedging Agreements or contingent indemnification obligations not then due and payable) and the Total Revolving Credit Commitments and all Letters of Credit are terminated (other than Letters of Credit that have been Cash Collateralized in the manner set forth in Section 3.7 of the Credit Agreement following the termination of the Total Revolving Credit Commitments).

“US Collateral Agent” shall have the meaning assigned to such term in the preamble hereto.

“US Guarantee” shall have the meaning assigned to such term in the recitals hereto.

“US Pledgors” shall have the meaning assigned to such term in the preamble hereto.

“US Subsidiary Pledgors” shall have the meaning assigned to such term in the preamble hereto.

(d) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a US Pledgor, shall refer to such US Pledgor’s Collateral or the relevant part thereof.

2. Grant of Security. As security for the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, each US Pledgor hereby transfers, assigns and pledges to the US Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the US Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such US Pledgor’s right, title and interest in and to all of the following, whether now owned or anytime hereafter acquired or existing (collectively, the “Collateral”):

(a) the Pledged Shares held by such US Pledgor and the certificates, if any, representing such Pledged Shares and any interest of such US Pledgor, including all interests documented in the entries on the books of the issuer of the Pledged Shares or any financial intermediary pertaining to the Pledged Shares and all dividends, cash, warrants, rights, 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 the Pledged Shares; provided that the Pledged Shares under this Agreement shall not include any Excluded Capital Stock and in no event shall the US Obligations be secured or purported to be secured by Pledged Shares of any Capital Stock of any Foreign Subsidiary or of any Domestic Subsidiary treated as a disregarded entity for US federal income tax purposes if substantially all of its assets consist of Capital Stock of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code, that is Voting Stock of such Subsidiary in excess of 65% of the outstanding Capital Stock of such class;

-4-

(b) the Pledged Debt and the instruments evidencing the Pledged Debt owed to such US Pledgor, and all payments of principal or 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 Pledged Debt;

(c) all other property that may be delivered to and held by the US Collateral Agent pursuant to the terms of this Section 2;

(d) subject to Section 8, all rights and privileges of such US Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and

(e) to the extent not covered by clauses (a), (b), (c) and (d) above, respectively, all proceeds of any or all of the foregoing Collateral. For purposes of this Agreement, the term “proceeds” includes whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guarantee payable to any US Pledgor or the US Collateral Agent from time to time with respect to any of the Collateral.

TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the US Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

3. Security for the Obligations. This Agreement secures the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of, and the performance of, all the Obligations; provided that in no event shall the US Obligations be secured or purported to be secured by Pledged Shares of any Capital Stock of any Foreign Subsidiary or of any Domestic Subsidiary treated as a disregarded entity for US federal income tax purposes if substantially all of its assets consist of Capital Stock of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code, that is Voting Stock of such Subsidiary in excess of 65% of the outstanding Capital Stock of such class. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed to the US Collateral Agent or the Secured Parties under the Secured Debt Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any US Pledgor; provided that in no event shall the US Obligations be secured or purported to be secured by Pledged Shares of any Capital Stock of any Foreign Subsidiary or of any Domestic Subsidiary treated as a disregarded entity for US federal income tax purposes if substantially all of its assets consist of Capital Stock of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code, that is Voting Stock of such Subsidiary in excess of 65% of the outstanding Capital Stock of such class.

-5-

4. Delivery of the Collateral and Filing.

(a) Each US Pledgor represents and warrants that all certificates or instruments, if any, representing or evidencing the Collateral in existence on the date hereof have been delivered to the US Collateral Agent (or its non-fiduciary agent or designee) in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank; provided that in no event shall any certificates, instruments or transfer of stock powers be required with respect to the pledge of any Capital Stock of any Foreign Subsidiary, other than a Canadian Subsidiary. All certificates or instruments, if any, representing or evidencing the Collateral acquired or created after the date hereof shall be promptly (but in any event within thirty days after acquisition or creation thereof) delivered to and held by or on behalf of the US Collateral Agent (or its non-fiduciary agent or designee) pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank. Subject to the terms of the Intercreditor Agreement, the US Collateral Agent shall have the right, at any time after the occurrence and during the continuation of an Event of Default and without notice to any US Pledgor (except as otherwise expressly provided herein), to transfer to or to register in the name of the US Collateral Agent or any of its nominees any or all of the Pledged Shares. After the occurrence and during the continuance of an Event of Default, each US Pledgor will promptly give to the US Collateral Agent copies of any notices or other communications received by it with respect to Pledged Shares registered in the name of such US Pledgor. Subject to the terms of the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, the US Collateral Agent shall have the right to exchange the certificates representing Pledged Shares for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each delivery of Collateral (including any After-acquired Shares and After-acquired Debt) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as part of Schedule 2 and made a part hereof; provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supersede any prior schedules so delivered.

(b) Each US Pledgor hereby irrevocably authorizes the US Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto and continuations thereof that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment or continuation, including whether such US Pledgor is an organization, the type of organization and any organizational identification number issued to such US Pledgor. 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 such as “all assets” or “all personal property, whether now owned or hereafter acquired” of such US Pledgor or words of similar effect as being of an equal or lesser scope or with greater detail. Each US Pledgor agrees to provide such information to the US Collateral Agent promptly after any such request. Each US Pledgor agrees to furnish the US Collateral Agent with written notice as required by Section 4.2 of the US Security Agreement.

-6-

5. Representations and Warranties. Each US Pledgor represents and warrants to the US Collateral Agent and each other Secured Party that:

(a) Schedule 2 hereto (i) correctly represents as of the date hereof (A) the issuer, the issuer’s jurisdiction of formation, the certificate number, if any, the US Pledgor and the record and beneficial owner, the number and class and the percentage of the issued and outstanding Capital Stock of such class of all Pledged Shares and (B) the issuer, the issuer’s jurisdiction, the initial principal amount, the US Pledgor and holder, date of issuance and maturity date of all Pledged Debt and (ii) together with the comparable schedule to each supplement hereto, includes, all Capital Stock, debt securities and promissory notes required to be pledged pursuant to Section 9.11(a) of the Credit Agreement and Section 9(b) hereof. Except as set forth on Schedule 2 and except for Excluded Capital Stock, the Pledged Shares represent all of the issued and outstanding Capital Stock of each class of Capital Stock in the issuer on the date hereof.

(b) Such US Pledgor is the legal and beneficial owner of the Collateral pledged or assigned by such US Pledgor hereunder free and clear of any Lien, except for the Liens created by this Agreement, the Credit Documents and the Note Liens.

(c) As of the date of this Agreement, the Pledged Shares pledged by such US Pledgor hereunder have been duly authorized and validly issued and, in the case of Pledged Shares issued by a corporation, are fully paid and non-assessable.

(d) Except for restrictions and limitations imposed by the Intercreditor Agreement, the Senior Secured Notes Documents or any documentation governing Other Pari Passu Lien Obligations, the Credit Documents or securities laws generally and except as described in the Perfection Certificate, the Collateral is freely transferable and assignable, and none of the Collateral is subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the US Collateral Agent of rights and remedies hereunder.

(e) No consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect).

(f) The execution and delivery by such US Pledgor of this Agreement and the pledge of the Collateral pledged by such US Pledgor hereunder pursuant hereto create a valid and enforceable security interest in such Collateral (in the case of the Capital Stock of Foreign Subsidiaries, to the extent the creation of such security interest in the Capital Stock of Foreign Subsidiaries is governed by the NY UCC) and (i) in the case of certificates or instruments representing or evidencing the Collateral, upon the earlier of (x) delivery of such Collateral and any necessary indorsements to the extent necessary to the US Collateral Agent (or its non-fiduciary agent or designee) in accordance with this Agreement and (y) the filing of financing statements naming each US Pledgor as “debtor” and the US Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, and (ii) in the case of all other Collateral which is capable of being perfected by the filing of financing statements upon the filing of financing statements naming each US Pledgor as “debtor” and the US Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, shall create a perfected security interest in such Collateral (in the case of the Capital Stock of Foreign Subsidiaries, to the extent the creation of such security interest in the Capital Stock of Foreign Subsidiaries is governed by the NY UCC), securing the payment of the Obligations, in favor of the US Collateral Agent, for the benefit of the Secured Parties, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

-7-

(g) The pledge effected hereby is effective to vest in the US Collateral Agent, for the benefit of the Secured Parties, the rights of the US Collateral Agent in the Collateral as set forth herein.

(h) Such US Pledgor has full power, authority and legal right to pledge all the Collateral pledged by such US Pledgor pursuant to this Agreement and this Agreement constitutes a legal, valid and binding obligation of such US Pledgor (in the case of the Capital Stock of Foreign Subsidiaries, to the extent the creation of such security interest in the Capital Stock of Foreign Subsidiaries is governed by the NY UCC), enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

(i) The issuers listed on Schedule 2 are the only Subsidiaries of such US Pledgor as of the Closing Date.

(j) The Pledged Debt constitutes all of the outstanding Indebtedness for money borrowed owed to such US Pledgor as of the Closing Date and required to be pledged hereunder or pursuant to Sections 6.2 and 9.11(a) of the Credit Agreement. Such Pledged Debt that constitutes intercompany Indebtedness has been duly authorized, authenticated or issued and delivered, is the legal, valid and binding obligation of the issuers thereof, is evidenced by a US Intercompany Note (which note has been delivered to the US Collateral Agent (or is non-fiduciary agent or designee)) and, as of the date of this Agreement, is not in default.

6. Certification of Limited Liability Company Interests, Limited Partnership Interests and Pledged Debt.

(a) Unless otherwise consented to by the US Collateral Agent, Capital Stock required to be pledged hereunder in any Domestic Subsidiary that is organized as a limited liability company or limited partnership and pledged hereunder shall either (i) be represented by a certificate, and in the Organizational Documents of such Domestic Subsidiary the applicable US Pledgor shall cause the issuer of such interests to elect to treat such interests as a “security” within the meaning of Article 8 of the Uniform Commercial Code of its jurisdiction of organization or formation, as applicable, by including in its organizational documents language substantially similar to the following and, accordingly, such interests shall be governed by Article 8 of the Uniform Commercial Code:

“The [partnership/limited liability company] hereby irrevocably elects that all [partnership/membership] interests in the [partnership/limited liability company] shall be securities governed by Article 8 of the Uniform Commercial Code of [jurisdiction of organization or formation, as applicable]. Each certificate evidencing [partnership/membership] interests in the [partnership/limited liability company] shall bear the following legend: “This certificate evidences an interest in [name of [partnership/limited liability company]] and shall be a security for purposes of Article 8 of the Uniform Commercial Code.” No change to this provision shall be effective until all outstanding certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.”

-8-

or (ii) not have elected to be treated as a “security” within the meaning of Article 8 of the Uniform Commercial Code and shall not be represented by a certificate.

(b) Subject to the limitations set forth herein and in Section 9.11 of the Credit Agreement, each US Pledgor will cause any Indebtedness (i) for borrowed money (other than intercompany Indebtedness) having an aggregate principal amount in excess of $5,000,000 (individually) owed to it and required to be pledged and delivered pursuant to the terms hereof and the Credit Agreement to be evidenced by a duly executed promissory note, which shall be accompanied by instruments of transfer with respect thereto endorsed in blank, that is pledged and delivered to the US Collateral Agent (or its non-fiduciary agent or designee) pursuant to the terms hereof and (ii) of each US Borrower and each of their Restricted Subsidiaries that is owing to any US Pledgor to be evidenced by the US Intercompany Note, which shall be accompanied by instruments of transfer with respect thereto endorsed in blank, that is pledged and delivered to the US Collateral Agent (or its non-fiduciary agent or designee) pursuant to the terms hereof.

7. Further Assurances. Subject to any limitations set forth in the Credit Documents, each US Pledgor agrees that at any time and from time to time, at the expense of such US Pledgor, it will execute or otherwise authorize the filing of any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any Applicable Law, or which the US Collateral Agent may reasonably request, in order (x) to perfect and protect any pledge, assignment or security interest granted or purported to be granted hereby (including the priority thereof) or (y) to enable the US Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral.

8. Voting Rights; Dividends and Distributions; Etc.

(a) So long as no Event of Default shall have occurred and be continuing:

(i) Each US Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not prohibited by the terms of this Agreement or the other Secured Debt Documents; provided that such voting and other rights shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Shares or the rights and remedies of any of the US Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Credit Document or the ability of the Secured Parties to exercise the same.

-9-

(ii) The US Collateral Agent shall execute and deliver (or cause to be executed and delivered) to each US Pledgor all such proxies and other instruments as such US Pledgor may reasonably request for the purpose of enabling such US Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above.

(b) Subject to paragraph (c) below, each US Pledgor shall be entitled to receive and retain and use, free and clear of the Lien of this Agreement, any and all dividends, distributions, redemptions, principal and interest made or paid in respect of the Collateral to the extent not prohibited by any Secured Debt Document; provided, however, that any and all noncash dividends, interest, principal or other distributions that would constitute Pledged Shares or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Capital Stock of the issuer of any Pledged Shares or received in exchange for Pledged Shares or Pledged Debt or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be, and shall be forthwith delivered to the US Collateral Agent to hold as, Collateral and shall, if received by such US Pledgor, be received in trust for the benefit of the US Collateral Agent, be segregated from the other property or funds of such US Pledgor and be forthwith delivered to the US Collateral Agent as Collateral in the same form as so received (with any necessary indorsement).

(c) Subject to the terms of the Intercreditor Agreement, upon written notice to the US Pledgors by the US Collateral Agent following the occurrence and during the continuation of an Event of Default:

(i) all rights of such US Pledgor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 8(a)(i) shall cease, and all such rights shall thereupon become vested in the US Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights during the continuation of such Event of Default; provided that, unless otherwise directed by the Required Lenders, the US Collateral Agent shall have the right from time to time following the occurrence and during the continuation of an Event of Default to permit the US Pledgors to exercise such rights. After all Events of Default have been cured or waived or otherwise cease to be continuing and the Company has delivered to the US Collateral Agent a certificate to that effect, each US Pledgor will have the right to exercise the voting and consensual rights that such US Pledgor would otherwise be entitled to exercise pursuant to the terms of Section 8(a)(i) (and the obligations of the US Collateral Agent under Section 8(a)(ii) shall be reinstated);

-10-

(ii) all rights of such US Pledgor to receive the dividends, distributions and principal and interest payments that such US Pledgor would otherwise be authorized to receive and retain pursuant to Section 8(b) shall cease, and all such rights shall thereupon become vested in the US Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, distributions and principal and interest payments during the continuation of such Event of Default. After all Events of Default have been cured or waived or otherwise cease to be continuing and the Company has delivered to the US Collateral Agent a certificate to that effect, the US Collateral Agent shall repay to each US Pledgor (without interest) and each US Pledgor shall be entitled to receive, retain and use all dividends, distributions and principal and interest payments that such US Pledgor would otherwise be permitted to receive, retain and use pursuant to the terms of Section 8(b);

(iii) all dividends, distributions and principal and interest payments that are received by such US Pledgor contrary to the provisions of Section 8(b) shall be received in trust for the benefit of the US Collateral Agent, shall be segregated from other property or funds of such US Pledgor and shall forthwith be delivered to the US Collateral Agent as Collateral in the same form as so received (with any necessary indorsements); and

(iv) in order to permit the US Collateral Agent to receive all dividends, distributions and principal and interest payments to which it may be entitled under Section 8(b) above, to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 8(c)(i), and to receive all dividends, distributions and principal and interest payments that it may be entitled to under Sections 8(c)(ii) and (c)(iii), such US Pledgor shall from time to time execute and deliver to the US Collateral Agent, appropriate proxies, dividend payment orders and other instruments as the US Collateral Agent may reasonably request.

(d) Any notice given by the US Collateral Agent to the US Pledgors suspending their rights under paragraph (c) of this Section 8 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the US Pledgors at the same or different times and (iii) may suspend the rights of the US Pledgors under paragraph (a)(i) or paragraph (b) of this Section 8 in part without suspending all such rights (as specified by the US Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the US Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

9. Transfers and Other Liens; Additional Collateral; Etc. Each US Pledgor shall:

(a) not (i) except as expressly permitted by the Credit Agreement (including pursuant to waivers and consents thereunder), sell or otherwise Dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Agreement and the other Security Documents and the Note Liens; provided that in the event such US Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement (including pursuant to waivers and consents thereunder) and such assets are or include any of the Collateral, the US Collateral Agent shall release such Collateral to such US Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale in accordance with Section 13.17 of the Credit Agreement and with Section 14 hereof;

-11-

(b) pledge and, if applicable, cause each Domestic Subsidiary required to become a party hereto to pledge, to the US Collateral Agent for the benefit of the Secured Parties, immediately upon acquisition thereof, all After-acquired Shares and After-acquired Debt required to be pledged pursuant to Section 9.11(a) of the Credit Agreement, in each case pursuant to a supplement to this Agreement substantially in the form of Annex A hereto or such other form reasonably satisfactory to the US Collateral Agent (it being understood that the execution and delivery of such a supplement shall not require the consent of any US Pledgor hereunder and that the rights and obligations of each US Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new US Subsidiary Pledgor as a party to this Agreement); and

(c) defend its and the US Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than the Lien created by this Agreement and the Note Liens), however arising, and any and all Persons whomsoever and, subject to Section 13.17 of the Credit Agreement and Section 14 hereof, to maintain and preserve the Lien and security interest created by this Agreement until the Termination Date.

10. US Collateral Agent Appointed Attorney-in-Fact. Each US Pledgor hereby appoints, which appointment is irrevocable and coupled with an interest, the US Collateral Agent as such US Pledgor’s attorney-in-fact, with full authority in the place and stead of such US Pledgor and in the name of such US Pledgor or otherwise, to take any action and to execute any instrument, in each case after the occurrence and during the continuation of an Event of Default, that the US Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including to receive, indorse and collect all instruments made payable to such US Pledgor representing any dividend, distribution or principal or interest payment in respect of the Collateral or any part thereof and to give full discharge for the same.

11. The US Collateral Agent’s Duties. The powers conferred on the US Collateral Agent 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 safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the US Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Shares, whether or not the US Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The US Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the US Collateral Agent accords its own property.

-12-

12. Remedies. Subject to the terms of the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing and:

(a) The US Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the NY UCC (whether or not the NY UCC applies to the affected Collateral) and also may without notice, except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange broker’s board or at any of the US Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such price or prices and upon such other terms as the US Collateral Agent may deem commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral. The US Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the US Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any US Pledgor, and each US Pledgor hereby waives (to the extent permitted by Applicable Law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The US Collateral Agent or any other Secured Party shall have the right upon any such public sale, and, to the extent permitted by Applicable Law, upon any such private sale, to purchase all or any part of the Collateral so sold, and the US Collateral Agent or such other Secured Party may, subject to (x) the satisfaction in full of all payments due pursuant to Section 12(b)(i) and (y) the satisfaction of the Obligations in accordance with the priorities set forth in Section 12(b), pay the purchase price by crediting the amount thereof against the Obligations; provided that in no event shall there be applied towards the satisfaction of the US Obligations proceeds of any such sale of the Capital Stock of any Foreign Subsidiary, or of any Domestic Subsidiary treated as a disregarded entity for US federal income tax purposes if substantially all of its assets consist of Capital Stock of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code (in either case securing or purporting to secure the US Obligations), derived from Voting Stock of such Subsidiary in excess of 65% of the outstanding Capital Stock of such class. Each US Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such US Pledgor 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 US Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The US Collateral 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. To the extent permitted by Applicable Law, each US Pledgor hereby waives any claim against the US Collateral 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 that might have been obtained at a public sale, even if the US Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. As an alternative to exercising the power of sale herein conferred upon it, the US Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 12 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

-13-

(b) Subject to the terms of the Intercreditor Agreement, the US Collateral Agent shall apply the proceeds of any collection or sale of the Collateral at any time after receipt in accordance with the priority set forth in Section 5.4 of the US Security Agreement; provided that in no event shall there be applied towards the satisfaction of the US Obligations proceeds of any such collection or sale of the Capital Stock of any Foreign Subsidiary, or of any Domestic Subsidiary treated as a disregarded entity for US federal income tax purposes if substantially all of its assets consist of Capital Stock of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code (in either case securing or purporting to secure the US Obligations), derived from Voting Stock of such Subsidiary in excess of 65% of the outstanding Capital Stock of such class.

Upon any sale of the Collateral by the US Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the US Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the US Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

(c) The US Collateral Agent may exercise any and all rights and remedies of each US Pledgor in respect of the Collateral.

(d) All payments received by any US Pledgor after the occurrence and during the continuation of an Event of Default in respect of the Collateral shall be received in trust for the benefit of the US Collateral Agent, shall be segregated from other property or funds of such US Pledgor and shall, subject to the terms of the Intercreditor Agreement, be forthwith delivered to the US Collateral Agent (or its non-fiduciary agent or designee) as Collateral in the same form as so received (with any necessary indorsement).

(e) If the US Collateral Agent shall determine to exercise its right to sell all or any of the Pledged Shares pursuant to this Section 12, each US Pledgor recognizes that the US Collateral Agent may be unable to effect a public sale of any or all of the Pledged Shares, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each US Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The US Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer would agree to do so.

-14-

(f) If the US Collateral Agent determines to exercise its right to sell any or all of the Collateral, upon written request, each US Pledgor shall, from time to time, furnish to the US Collateral Agent all such information as the US Collateral Agent may reasonably request in order to determine the number of shares and other instruments included in the Collateral which may be sold by the US Collateral Agent as exempt transactions under the Securities Act and rules of the SEC, as the same are from time to time in effect.

13. Amendments, etc. with Respect to the Obligations; Waiver of Rights. Except for the termination of a US Pledgor’s Obligations hereunder as expressly provided in Section 14, each US Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any US Pledgor and without notice to or further assent by any US Pledgor, (a) any demand for payment of any of the Obligations made by the US Collateral Agent or any other Secured Party may be rescinded by such party and any of the Obligations continued, (b) the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the US Collateral Agent or any other Secured Party, (c) the Secured Debt Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the terms of the applicable Secured Debt Document, and (d) any collateral security, guarantee or right of offset at any time held by the US Collateral Agent or any other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the US Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Agreement or any property subject thereto. When making any demand hereunder against any US Pledgor, the US Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on the US Borrowers (to the extent such demand is in respect of any Obligations owing by the US Borrowers) or any other US Pledgor, and any failure by the US Collateral Agent or any other Secured Party to make any such demand or to collect any payments from the US Borrowers or any other US Pledgor or any release of the US Borrowers or any other US Pledgor shall not relieve any US Pledgor in respect of which a demand or collection is not made or any US Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the US Collateral Agent or any other Secured Party against any US Pledgor. For the purposes hereof “demand” shall include the commencement and continuation of any legal proceedings.

-15-

14. Continuing Security Interest; Assignments Under the Secured Debt Documents; Release.

(a) This Agreement and the security interest granted hereunder shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each US Pledgor and the successors and assigns thereof, and shall inure to the benefit of the US Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns, until the Termination Date, notwithstanding the from time to time prior to the Termination Date the US Pledgors may be free from any Obligations.

(b) A US Subsidiary Pledgor shall automatically be released from its obligations hereunder and the pledge of such US Subsidiary Pledgor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such US Subsidiary Pledgor ceases to be a Restricted Subsidiary of the Company or otherwise becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of such consent did not provide otherwise.

(c) The obligations created hereby of any US Pledgor with respect to Collateral shall be automatically released and such Collateral sold free and clear of the Lien and security interests created hereby (i) upon any Disposition by such US Pledgor of any Collateral that is (i) permitted under the Credit Agreement (other than to the Company or any US Subsidiary Pledgor), (ii) upon the effectiveness of any written consent to the release of the security interests granted hereby in any Collateral pursuant to Section 13.1 of the Credit Agreement or (iii) as required by the Intercreditor Agreement.

(d) In connection with any termination or release pursuant to paragraph (a), (b), or (c), the US Collateral Agent shall execute and deliver to any US Pledgor or authorize the filing of, at such US Pledgor’s expense, all documents that such US Pledgor shall reasonably request to evidence such termination or release provided, however, that with respect to the release of any item of Collateral pursuant to Section 14(c)(i) in connection with any request of evidence of termination or release made of the US Collateral Agent, the US Collateral Agent may request that the US Pledgor deliver a certificate of an Authorized Officer to the effect that the sale or transfer transaction is in compliance with the Credit Documents. Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or warranty by the US Collateral Agent.

15. Reinstatement. This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the US Collateral Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the US Borrowers or any other US Pledgor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the US Borrowers or any other US Pledgor or any substantial part of its property, or otherwise, all as though such payments had not been made.

16. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to any US Subsidiary Pledgor shall be given to it in care of the Company at the Company’s address set forth in Section 13.2 of the Credit Agreement.

-16-

17. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the US Collateral Agent and the Company.

18. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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.

19. Integration. This Agreement represents the agreement of each of the US Pledgors with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the US Collateral Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Secured Debt Documents.

20. Amendments in Writing; No Waiver; Cumulative Remedies.

(a) None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected US Pledgor(s) and the US Collateral Agent in accordance with Section 13.1 of the Credit Agreement.

(b) Neither the US Collateral Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 20(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the US Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the US Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the US Collateral Agent or such other Secured Party would otherwise have on any future occasion.

(c) The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

21. Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

-17-

22. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no US Pledgor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the US Collateral Agent, except pursuant to a transaction expressly permitted by the Credit Agreement.

23. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

24. Submission to Jurisdiction; Waivers. Each of the US Pledgors hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement, and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such US Pledgor at its address referred to in Section 16 or at such other address of which the US Collateral Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right of the US Collateral Agent or any other Secured Party to effect service of process in any other manner permitted by Applicable Law or shall limit the right of the US Collateral Agent or any other Secured Party to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 24 any special, exemplary, punitive or consequential damages.

25. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

26. Intercreditor Agreement Governs. Notwithstanding anything herein to the contrary, the Liens and security interests granted to the US Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the US Collateral Agent and the other Secured Parties hereunder, in each case, with respect to the Notes Priority Collateral and the Note Liens are subject to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement with respect to the Notes Priority Collateral and the Note Liens, the provisions of the Intercreditor Agreement shall control.

-18-

27. Obligations of US Pledgors. Notwithstanding anything herein to the contrary, prior to the Discharge of Notes Obligations (as defined in the Intercreditor Agreement), so long as the Notes Collateral Agent pursuant to the Senior Secured Notes Documents is acting as bailee and non-fiduciary agent for perfection on behalf of the US Collateral Agent pursuant to the terms of the Intercreditor Agreement, any obligation of any US Pledgor in this Agreement that requires (or any representation or warranty hereunder to the extent that it would have the effect of requiring) (a)(i) delivery of Collateral to, or the possession or control of Collateral with, the US Collateral Agent shall be deemed complied with and satisfied (or, in the case of any representation or warranty hereunder, shall be deemed to be true) if such delivery of Collateral is made to, or such possession or control of Collateral is with, the Notes Collateral Agent pursuant to the Senior Secured Notes Documents or (ii) other than with respect to any releases of Liens on any Collateral, the consent of the US Collateral Agent regarding Notes Priority Collateral shall not be unreasonably withheld or delayed to the extent the Notes Collateral Agent has given such consent and (b) subject to Section 8(a)(i), the provision of voting rights in connection with Notes Priority Collateral to the US Collateral Agent shall be deemed to be satisfied if such US Pledgor complies with the requirements of the Senior Secured Notes Documents.

[Signature Pages Follow]

-19-

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

CAREY INTERMEDIATE HOLDINGS CORP., as a US Pledgor
By:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT

[US Pledge Agreement]

ASSOCIATED MATERIALS, LLC, as a US Pledgor,
By:	/s/ Vicki L. Hardman
	Name:	VICKI L. HARDMAN
	Title:	VICE PRESIDENT

[US Pledge Agreement]

GENTEK HOLDINGS, LLC, as a US Pledgor,
By:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT

[US Pledge Agreement]

GENTEK BUILDING PRODUCTS, INC., as a US Pledgor,
By:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT

[US Pledge Agreement]

CAREY NEW FINANCE, INC., as a US Pledgor,
By:	/s/ Vicki L. Hardman
	Name:	VICKI L. HARDMAN
	Title:	VICE PRESIDENT

[US Pledge Agreement]

UBS AG, STAMFORD BRANCH, as US Collateral Agent
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director Banking Products Services. US
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director Banking Products Services. US

[US Pledge Agreement]

SCHEDULE 1
TO THE US
PLEDGE AGREEMENT

US SUBSIDIARY PLEDGORS

GENTEK HOLDINGS, LLC
GENTEK BUILDING PRODUCTS, INC.
CAREY NEW FINANCE, INC.

SCHEDULE 2
TO THE US
PLEDGE AGREEMENT

PLEDGED SHARES AND PLEDGED DEBT

Pledged Shares¹

								Percentage of
								Issued and
		Issuer’s jurisdiction of	Class of Equity	Certificate		Number of		Outstanding
Pledgor	Issuer	formation	Interest	No(s)		Units		Units
Carey Intermediate Holdings Corp.	Associated Materials LLC	Delaware, United States	Limited Liability Company Interest		N/A		1000		100	%
Associated Materials LLC	Gentek Holdings, LLC	Delaware, United States	Limited Liability Company Interest		N/A				100	%
Associated Materials LLC	Carey New Finance, Inc.	Delaware, United States	Common stock		N/A		1000		100	%
Gentek Holdings, LLC	Gentek Building Products, Inc.	Delaware, United States	Common stock		3		100		100	%
Gentek Building Products, Inc.	Associated Materials Canada Limited	Ontario, Canada	Common shares		C-009		65		65	%
Gentek Building Products, Inc.	Gentek Canada Holdings Limited	Ontario, Canada	Common shares		C-1		650		65	%

Pledged Debt

Any and all intercompany Indebtedness hereinafter issued to any Pledgor under the US Intercompany Note.

¹ The Pledge Shares included in this Schedule 2 represent share certificates and unit certificates outstanding as of the date hereof. However, immediately after the Closing (as defined in the Revolving Credit Agreement) these outstanding share certificates and unit certificates will cancelled and subsequently reissued within the time period required by Schedule 9.17 to the Revolving Credit Agreement.

ANNEX A
TO THE US
PLEDGE AGREEMENT

SUPPLEMENT NO. [_____], dated as of [_____] (this “Supplement”), to the US Pledge Agreement dated as of October 13, 2010 (the “US Pledge Agreement”), among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“Holdings”), ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (the “Company”), and each of the subsidiaries of the Company listed on Schedule 1 thereto (each such subsidiary, individually, a “US Subsidiary Pledgor” and, collectively, the “US Subsidiary Pledgors”; and, together with Holdings and the Company, collectively, the “US Pledgors”), and UBS AG, STAMFORD BRANCH, as US collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “US Collateral Agent”).

A. Reference is made to (a) Revolving Credit Agreement, dated as of October 13, 2010 (the “Credit Agreement”), among Holdings, Borrowers, the banks, financial institutions and other institutional lenders and investors from time to time parties hereto (each individually a “Lender” and, collectively, the “Lenders”), UBS AG, STAMFORD BRANCH, as US Administrative Agent, US Collateral Agent, and a Letter of Credit Issuer, UBS AG, CANADA BRANCH, as Canadian Administrative Agent and Canadian Collateral Agent, WELLS FARGO CAPITAL FINANCE, LLC, as Co-Collateral Agent and a Letter of Credit Issuer, DEUTSCHE BANK AG NEW YORK BRANCH, as a Letter of Credit Issuer, DEUTSCHE BANK AG CANADA BRANCH, as a Letter of Credit Issuer and UBS LOAN FINANCE LLC, as Swingline Lender and (b) the US Guarantee, dated as of October 13, 2010 (the “US Guarantee”), among the guarantors party thereto and the US Collateral Agent.

B. Capitalized terms used herein and not otherwise defined herein (including in the preamble and the recitals hereto) shall have the meanings assigned to such terms in the US Pledge Agreement. The rules of construction and the interpretive provisions specified in Section 1(b) of the US Pledge Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. The US Pledgors have entered into the US Pledge Agreement in order to induce the Agents and the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to (a) induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement, (b) induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party or a Restricted Subsidiary and (c) to induce one or more Hedge Banks to enter into Secured Hedging Agreements with each Credit Party or a Restricted Subsidiary.

D. The undersigned [US Pledgor] [Domestic Subsidiary] (each, an “Additional US Pledgor”) is (a) the legal and beneficial owner of the Capital Stock described under Schedule 1 hereto and issued by the entities named therein (such pledged Capital Stock, together with all other Capital Stock required to be pledged under the Pledge Agreement (the “After-acquired Additional Pledged Shares”), referred to collectively herein as the “Additional Pledged Shares”) and (b) the legal and beneficial owner of the promissory notes and instruments evidencing Indebtedness owed to it (the “Additional Pledged Debt”) described under Schedule 1 hereto.

A-1

E. Section 9.11(a) of the Credit Agreement and Section 9(b) of the US Pledge Agreement provides that additional Subsidiaries of the Company may become US Subsidiary Pledgors under the US Pledge Agreement by execution and delivery of an instrument in the form of this Supplement. Each undersigned Additional US Pledgor is executing this Supplement in accordance with the requirements of Section 9(b) of the US Pledge Agreement to pledge to the US Collateral Agent, for the benefit of the Secured Parties, the Additional Pledged Shares and the Additional Pledged Debt [and to become a US Subsidiary Pledgor under the US Pledge Agreement] in order to induce the Lenders and the Letter of Credit Issuers to make additional extensions of credit to the Borrowers under the Credit Agreement, to induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and to induce one or more Hedge Banks to enter into Secured Hedging Agreements with any Credit Party and as consideration for extensions of credit previously made, Cash Management Services previously provided, and Secured Hedging Agreements previously entered into.

Accordingly, the US Collateral Agent and each undersigned Additional US Pledgor agree as follows:

SECTION 1. In accordance with Section 9(b) of the US Pledge Agreement, each Additional US Pledgor by its signature below hereby transfers, assigns and pledges to the US Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the US Collateral Agent, for the benefit of the Secured Parties, a security interest in and to all of such Additional US Pledgor’s right, title and interest in the following, whether now owned or anytime hereafter acquired or existing (collectively, the “Additional Collateral”):

(a) the Additional Pledged Shares held by such Additional US Pledgor and the certificates, if any, representing such Additional Pledged Shares and any interest of such Additional US Pledgor, including all interests documented in the entries on the books of the issuer of the Additional Pledged Shares or any financial intermediary pertaining to the Additional Pledged Shares and all dividends, cash, warrants, rights, 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 the Additional Pledged Shares; provided that the Additional Pledged Shares under this Supplement shall not include any Excluded Capital Stock and in no event shall the US Obligations be secured or purported to be secured by Pledged Shares of any Capital Stock, of any Foreign Subsidiary or of any Domestic Subsidiary treated as a disregarded entity for US federal income tax purposes if substantially all of its assets consist of Capital Stock of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code, that is Voting Stock of such Subsidiary in excess of 65% of the outstanding Capital Stock of such class;

(b) the Additional Pledged Debt and the instruments evidencing the Additional Pledged Debt owed to such Additional US Pledgor, and all payments of principal or 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 Additional Pledged Debt;

A-2

(c) all other property that may be delivered to and held by the US Collateral Agent pursuant to the terms of this Section 1;

(d) subject to Section 8 of the US Pledge Agreement, all rights and privileges of such US Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and

(e) to the extent not covered by clauses (a), (b), (c) and (d) above, respectively, all proceeds of any or all of the foregoing Additional Collateral. For purposes of this Supplement, the term “proceeds” includes whatever is receivable or received when Additional Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guarantee payable to any Additional US Pledgor or the US Collateral Agent from time to time with respect to any of the Additional Collateral.

TO HAVE AND TO HOLD the Additional Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the US Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

For purposes of the US Pledge Agreement, (x) the Collateral shall be deemed to include the Additional Collateral and (y) the After-acquired Pledged Shares shall be deemed to include the Additional After-acquired Pledged Shares.

[SECTION 2. Each Additional US Pledgor by its signature below becomes a US Pledgor under the US Pledge Agreement with the same force and effect as if originally named therein as a US Pledgor and each Additional US Pledgor hereby agrees to all the terms and provisions of the US Pledge Agreement applicable to it as a US Pledgor thereunder. Each reference to a “US Subsidiary Pledgor” or a “US Pledgor” in the US Pledge Agreement shall be deemed to include each Additional US Pledgor. The US Pledge Agreement is hereby incorporated herein by reference.] ²

SECTION [2][3]. Each Additional US Pledgor represents and warrants as follows:

(a) Schedule 1 hereto (i) correctly represents as of the date hereof (A) the issuer, the certificate number, if any, the Additional US Pledgor and the record and beneficial owner, the number and class and the percentage of the issued and outstanding Capital Stock of such class of all Additional Pledged Shares and (B) the issuer, the initial principal amount, the Additional US Pledgor and holder, date of issuance and maturity date of all Additional Pledged Debt and (ii) together with Schedule 2 to the US Pledge Agreement and the comparable schedules to each other Supplement to the US Pledge Agreement, includes all Capital Stock, debt securities and promissory notes required to be pledged pursuant to Section 9.11(a) of the Credit Agreement and Section 9(b) of the US Pledge Agreement. Except as set forth on Schedule 1 and except for Excluded Capital Stock, the Additional Pledged Shares represent all of the issued and outstanding Capital Stock of each class of Capital Stock in the issuer on the date hereof.

² Include only for Additional Pledgors that are not already signatories to the US Pledge Agreement.

A-3

(b) Such Additional US Pledgor is the legal and beneficial owner of the Additional Collateral pledged or assigned by such Additional US Pledgor hereunder free and clear of any Lien, except for the Liens created by this Supplement to the US Pledge Agreement and Liens created by the US Pledge Agreement.

(c) As of the date of this Supplement, the Additional Pledged Shares pledged by such Additional US Pledgor hereunder have been duly authorized and validly issued and, in the case of Additional Pledged Shares issued by a corporation, are fully paid and non-assessable.

(d) Except for restrictions and limitations imposed by the Intercreditor Agreement, Senior Secured Notes Documents or any documentation governing Other Pari Passu Lien Obligations, the Credit Documents or securities laws generally, and except as disclosed on Schedule 1, the Additional Collateral is freely transferable and assignable, and none of the Additional Collateral is subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Additional Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the US Collateral Agent of rights and remedies hereunder.

(e) No consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect).

(f) The execution and delivery by such Additional US Pledgor of this Supplement and the pledge of the Additional Collateral pledged by such Additional US Pledgor hereunder pursuant hereto create a valid and enforceable security interest in such Collateral (in the case of the Capital Stock of Foreign Subsidiaries, to the extent the creation of such security interest in the Capital Stock of Foreign Subsidiaries is governed by the NY UCC) and (i) in the case of certificates or instruments representing or evidencing the Additional Collateral, upon the earlier of (x) delivery of such Additional Collateral and any necessary indorsements to the extent necessary to the US Collateral Agent (or its non-fiduciary agent or designee) in accordance with this Supplement and the US Pledge Agreement and (y) the filing of financing statements naming each Additional US Pledgor as “debtor” and the US Collateral Agent as “secured party” and describing the Additional Collateral in the applicable filing offices, and (ii) in the case of all other Additional Collateral which is capable of being perfected by the filing of financing statements, upon the filing of financing statements naming each Additional US Pledgor as “debtor” and the US Collateral Agent as “secured party” and describing the Additional Collateral in the applicable filing offices, shall create a perfected security interest in such Additional Collateral (in the case of the Capital Stock of Foreign Subsidiaries, to the extent the creation of such security interest in the Capital Stock of Foreign Subsidiaries is governed by the NY UCC), securing the payment of the Obligations, in favor of the US Collateral Agent, for the benefit of the Secured Parties, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

A-4

(g) The pledge effected hereby is effective to vest in the US Collateral Agent, for the benefit of the Secured Parties, the rights of the US Collateral Agent in the Additional Collateral as set forth herein.

(h) Such Additional US Pledgor has full power, authority and legal right to pledge all the Additional Collateral pledged by such Additional US Pledgor pursuant to this Supplement and this Supplement constitutes a legal, valid and binding obligation of each Additional US Pledgor (in the case of the Capital Stock of Foreign Subsidiaries, to the extent the creation of such security interest in the Capital Stock of Foreign Subsidiaries is governed by the NY UCC), enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors rights generally and general principles of equity (whether considered in a proceeding in equity or law).

SECTION [3][4]. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the US Collateral Agent and the Company. This Supplement shall become effective as to each Additional US Pledgor when the US Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such Additional US Pledgor and the US Collateral Agent.

SECTION [4][5]. Except as expressly supplemented hereby, the US Pledge Agreement shall remain in full force and effect.

SECTION [5][6]. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION [6][7]. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the US Pledge Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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.

A-5

SECTION [7][8]. All notices, requests and demands pursuant hereto shall be made in accordance with Section 16 of the US Pledge Agreement. All communications and notices hereunder to each Additional US Pledgor shall be given to it in care of the Company at the Company’s address set forth in Section 13.2 of the Credit Agreement.

SECTION [8][9]. Subject to Section 13.5 of the Credit Agreement, each Additional US Pledgor agrees to reimburse the US Collateral Agent for its reasonable and documented out-of-pocket expenses in connection with this Supplement, including the reasonable and documented fees, other charges and disbursements of counsel for the US Collateral Agent.

A-6

IN WITNESS WHEREOF, each Additional Pledgor and the US Collateral Agent have duly executed this Supplement to the US Pledge Agreement as of the day and year first above written.

[NAME OF ADDITIONAL US PLEDGOR(S)],
By:
	Name:
	Title:
UBS AG, STAMFORD BRANCH, as US Collateral Agent,
By:
	Name:
	Title:

A-7

SCHEDULE 1

TO SUPPLEMENT NO. [__]
TO THE US
PLEDGE AGREEMENT

PLEDGED SHARES AND PLEDGED DEBT

Pledged Shares

		Issuer’s				Percentage of
		jurisdiction				Issued and
		of	Class of Equity	Certificate	Number of	Outstanding
Pledgor	Issuer	formation	Interest	No(s), if any	Units	Units

Pledged Debt

		Issuer’s	Initial
		jurisdiction of	Principal
Pledgor	Issuer	formation	Amount	Date of Issuance	Maturity Date

EX-10.4

Exhibit 10.4

EXECUTION VERSION

US GUARANTEE

US GUARANTEE, dated as of October 13, 2010 (this “US Guarantee”), made among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“Holdings”), ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (the “Company”), and each of the Subsidiaries of the Company listed on Annex A hereto (each such subsidiary, individually, a “US Subsidiary Guarantor” and, collectively, “US Subsidiary Guarantors”; and together with Holdings and the Company, collectively, the “US Guarantors”), and UBS AG, STAMFORD BRANCH, as US collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “US Collateral Agent”).

W I T N E S S E T H:

WHEREAS, (1) Holdings and the Borrowers have entered into a Revolving Credit Agreement, dated as of October 13, 2010 (the “Credit Agreement”), with the banks, financial institutions and other institutional lenders and investors from time to time parties thereto (each individually a “Lender” and collectively, the “Lenders”), UBS AG, STAMFORD BRANCH, as US Administrative Agent, US Collateral Agent, and a Letter of Credit Issuer, UBS AG, CANADA BRANCH, as Canadian Administrative Agent and Canadian Collateral Agent, WELLS FARGO CAPITAL FINANCE, LLC, as Co-Collateral Agent and a Letter of Credit Issuer, DEUTSCHE BANK AG NEW YORK BRANCH, as a Letter of Credit Issuer, DEUTSCHE BANK AG CANADA BRANCH, as a Letter of Credit Issuer and UBS LOAN FINANCE LLC, as Swingline Lender, pursuant to which the Lenders have severally agreed to make loans to the Borrowers and the Letter of Credit Issuers have agreed to issue letters of credit for the account of the Borrowers upon the terms and subject to the conditions set forth therein, (2) one or more Cash Management Banks may from time to time provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and (3) one or more Hedge Banks may from time to time enter into Secured Hedging Agreements with any Credit Party (clauses (1), (2) and (3) collectively, the “Extensions of Credit”);

WHEREAS, pursuant to the Canadian Guarantee, dated as of October 13, 2010 (the “Canadian Guarantee”), each of the Canadian Borrowers (other than in respect of their own obligations) and their subsidiaries party thereto (the “Canadian Guarantors” and together with the US Guarantors, collectively, the “Guarantors”) have agreed to guarantee to the Canadian Collateral Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Canadian Obligations;

WHEREAS, Holdings is an Affiliate of the Company and each US Subsidiary Guarantor is a Domestic Subsidiary of the Company;

WHEREAS, each US Guarantor acknowledges that it will derive substantial direct and indirect benefit from the making of the Extensions of Credit; and

WHEREAS, it is a condition precedent to the obligations of the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement that the US Guarantors shall have executed and delivered this US Guarantee to the US Collateral Agent for the benefit of the Secured Parties.

NOW, THEREFORE, in consideration of the premises and to induce the Agents and the Lenders to enter into the Credit Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement, to induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and to induce one or more Hedge Banks to enter into Secured Hedging Agreements with any Credit Party, the US Guarantors hereby agree with the US Collateral Agent, for the benefit of the Secured Parties, as follows:

1. Defined Terms.

(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein (including terms used in the preamble and recitals hereto) shall have the meanings given to them in the Credit Agreement.

(b) The rules of construction and other interpretative provisions specified in Sections 1.2, 1.5, 1.6 and 1.7 of the Credit Agreement shall apply to this US Guarantee, including terms defined in the preamble and recitals hereto.

(c) As used herein, the term “Termination Date” means the date on which all Obligations are paid in full in cash (other than Cash Management Obligations under Secured Cash Management Agreements, Hedging Obligations under Secured Hedging Agreements or contingent indemnification obligations not then due and payable) and the Total Revolving Credit Commitment and all Letters of Credit are terminated (other than Letters of Credit that have been Cash Collateralized in accordance with Section 3.7 of the Credit Agreement following the termination of the Total Revolving Credit Commitment).

2. Guarantee.

(a) Subject to the provisions of Section 2(b), each of the US Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the US Collateral Agent for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (other than, in the case of any US Borrower that is also a US Guarantor, in respect of its own obligations). In furtherance of the foregoing and not in limitation of any other right that the US Collateral Agent or any other Secured Party has at law or in equity against any US Guarantor by virtue hereof, upon the failure of any of the Borrowers or any other Credit Party to pay any Obligation when and as the same shall become due (whether at the stated maturity, by acceleration or otherwise), each US Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the US Collateral Agent for distribution to the applicable Secured Parties the amount of such unpaid Obligation. Upon payment by any US Guarantor of any sums to the US Collateral Agent as provided above, all rights of such US Guarantor against any of the Borrowers or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Sections 3 and 5 hereof.

-2-

(b) Anything herein or in any other Credit Document to the contrary notwithstanding, the maximum liability of each US Subsidiary Guarantor hereunder and under the other Credit Documents shall in no event exceed the amount that can be guaranteed by such US Subsidiary Guarantor under Applicable Laws relating to the insolvency of debtors.

(c) To the extent required by Section 13.5 of the Credit Agreement, each US Guarantor further agrees to pay any and all reasonable and documented out-of-pocket costs and expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the US Collateral Agent or any other Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such US Guarantor under this US Guarantee.

(d) Each US Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such US Guarantor hereunder without impairing this US Guarantee or affecting the rights and remedies of the US Collateral Agent or any other Secured Party hereunder.

(e) No payment or payments made by any of the Borrowers, any other Guarantor, any other guarantor or any other Person or received or collected by the US Collateral Agent or any other Secured Party from any of the Borrowers, any other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off 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 US Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such US Guarantor in respect of the Obligations or payments received or collected from such US Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such US Guarantor hereunder until the Termination Date.

(f) Each US Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the US Collateral Agent or any other Secured Party on account of its liability hereunder, it will notify the US Collateral Agent in writing that such payment is made under this US Guarantee for such purpose.

(g) Each US Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’ and each other Credit Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such US Guarantor assumes and incurs hereunder, and agrees that none of the US Collateral Agent or the other Secured Parties will have any duty to advise such US Guarantor of information known to it or any of them regarding such circumstances or risks.

-3-

3. Right of Contribution. Each US Guarantor hereby agrees that to the extent a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such US Guarantor shall be entitled to seek and receive contribution from and against any other US Guarantor hereunder (or, if applicable, any Canadian Guarantor under the Canadian Guarantee) that has not paid its proportionate share of such payment. Each US Guarantor’s right of contribution shall be subject to the terms and conditions of Section 5 hereof. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any US Guarantor to the US Collateral Agent and the other Secured Parties, and each US Guarantor shall remain liable to the US Collateral Agent and the other Secured Parties for the full amount guaranteed by such US Guarantor hereunder.

4. Right of Set-off. In addition to any rights and remedies of the Secured Parties provided by Applicable Law, each US Guarantor hereby irrevocably authorizes each Secured Party at any time and from time to time following the occurrence and during the continuance of an Event of Default without notice to such US Guarantor or any other US Guarantor, any such notice being expressly waived by each US Guarantor, upon any amount becoming due and payable by such US Guarantor hereunder (whether at stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Secured Party to or for the credit or the account of such US Guarantor. Each Secured Party shall notify such US Guarantor promptly of any such set-off and the appropriation and application made by such Secured Party; provided that the failure to give such notice shall not affect the validity of such set-off and appropriation and application.

5. No Subrogation. Notwithstanding any payment or payments made by any of the US Guarantors hereunder or any set-off or appropriation and application of funds of any of the US Guarantors by the US Collateral Agent or any other Secured Party, no US Guarantor shall be entitled to be subrogated to any of the rights of the US Collateral Agent or any other Secured Party against any of the Borrowers or any other Guarantor or any collateral security or guarantee or right of offset held by the US Collateral Agent or any other Secured Party for the payment of the Obligations, nor shall any US Guarantor seek or be entitled to seek any contribution or reimbursement from any of the Borrowers or any other Guarantor in respect of payments made by such US Guarantor hereunder, until the Termination Date. If any amount shall be paid to any US Guarantor on account of such subrogation rights at any time prior to the Termination Date, such amount shall be held by such US Guarantor in trust for the US Collateral Agent and the other Secured Parties, segregated from other funds of such US Guarantor, and shall, forthwith upon receipt by such US Guarantor, be turned over to the US Collateral Agent in the exact form received by such US Guarantor (duly indorsed by such US Guarantor to the US Collateral Agent, if required), to be applied against the Obligations, whether due or to become due, subject to the terms and conditions of the Intercreditor Agreement and in accordance with Section 5.4 of the Security Agreement.

-4-

6. Amendments, etc. with Respect to the Obligations; Waiver of Rights. Except for termination of a US Guarantor’s obligations hereunder as expressly provided in Section 24, each US Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any US Guarantor and without notice to or further assent by any US Guarantor, (a) any demand for payment of any of the Obligations made by the US Collateral Agent or any other Secured Party may be rescinded by such party and any of the Obligations continued, (b) the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the US Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents and any other documents executed and delivered in connection therewith, the Secured Cash Management Agreements and any other documents executed and delivered in connection therewith and the Secured Hedging Agreements and any other documents executed and delivered in connection therewith, may be amended, waived, modified, supplemented or terminated, in whole or in part, in accordance with the terms of the applicable document and (d) any collateral security, guarantee or right of offset at any time held by the US Collateral Agent or any other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the US Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this US Guarantee or any property subject thereto. When making any demand hereunder against any US Guarantor, the US Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on any of the Borrowers or any other Guarantor or other guarantor, and any failure by the US Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any of the Borrowers or any other Guarantor or other guarantor or any release of any of the Borrowers or any other Guarantor or other guarantor shall not relieve any US Guarantor in respect of which a demand or collection is not made or any US Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the US Collateral Agent or any other Secured Party against any US Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

7. Guarantee Absolute and Unconditional. Each US Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the US Collateral Agent or any other Secured Party upon this US Guarantee or acceptance of this US Guarantee, the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this US Guarantee; and all dealings between any of the Borrowers and any of the US Guarantors, on the one hand, and the US Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this US Guarantee. Each US Guarantor waives promptness, diligence, presentment, protest, notice of protest, demand for payment and notice of default, acceleration or nonpayment and any other notice to or upon any of the Borrowers or any other Guarantor with respect to the Obligations. Each US Guarantor understands and agrees that this US Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Secured Cash Management Agreement or any Secured Hedging Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the US Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Borrowers against

-5-

the US Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of any of the Borrowers or such US Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Borrowers for the Obligations, or of such US Guarantor under this US Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any US Guarantor, the US Collateral Agent and any other Secured Party may elect, but shall be under no obligation, to pursue such rights and remedies as it may have against any of the Borrowers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the US Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any of the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such US Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the US Collateral Agent and the other Secured Parties against such US Guarantor. To the fullest extent permitted by Applicable Law, each US Guarantor waives any defense arising out of any such election even though such election operates, pursuant to Applicable Law, to impair or to extinguish any right of reimbursement, subrogation, exoneration, contribution or indemnification or other right or remedy of such US Guarantor against any of the Borrowers or any other Guarantor, as the case may be, or any security. Each US Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Credit Documents and that the waivers set forth herein are knowingly made in contemplation of such benefit. This US Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each US Guarantor and the successors and assigns thereof, and shall inure to the benefit of the US Collateral Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until the Termination Date, notwithstanding that from time to time during the term of the Credit Agreement, any Secured Cash Management Agreement and any Secured Hedging Agreement, the Credit Parties may be free from any Obligations.

8. Subordination. Each US Guarantor hereby agrees that any Indebtedness of any US Guarantor now or hereafter owing to any other US Guarantor, whether heretofore, now or hereafter created (the “US Guarantor Subordinated Debt”), is hereby subordinated to all of the Obligations until the Termination Date and that the US Guarantor Subordinated Debt shall not be paid in whole or in part during the continuance of any Event of Default. In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any US Guarantor or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such US Guarantor (except as expressly permitted by the Credit Agreement), whether or not involving insolvency or bankruptcy, then, if an Event of Default has occurred and is continuing (a) the US Collateral Agent shall be paid irrevocably in full in cash in immediately available funds in respect of all amounts constituting the Obligations (other than Cash Management Obligations under Secured Cash Management Agreements, Hedging Obligations under Secured Hedging Agreements or contingent indemnification obligations not then due and payable) before any payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of the US Guarantor Subordinated Debt and (b) until the US Collateral Agent is paid irrevocably in full in cash in immediately available

-6-

funds in respect of all amounts constituting the Obligations (other than Cash Management Obligations under Secured Cash Management Agreements, Hedging Obligations under Secured Hedging Agreements or contingent indemnification obligations not then due and payable), any payment or distribution to which such payee would otherwise be entitled (other than debt securities of such US Guarantor that are subordinated, to at least the same extent as this Section 8, to the payment of all US Guarantor Subordinated Debt then outstanding (such securities being hereinafter referred to as “US Restructured Debt Securities”)) shall be made to the US Collateral Agent. If any Event of Default occurs and is continuing, then no payment or distribution of any kind or character shall be accepted by or on behalf of the US Guarantor or any other Person on its behalf with respect to the US Guarantor Subordinated Debt. If any payment or distribution of any character, whether in cash, securities or other property (other than US Restructured Debt Securities), in respect of the US Guarantor Subordinated Debt shall be received by any payee in violation of this Section 8 before all Obligations shall have been paid irrevocably in full in cash in immediately available funds (other than Cash Management Obligations under Secured Cash Management Agreements, Hedging Obligations under Secured Hedging Agreements or contingent indemnification obligations not then due and payable), such payment or distribution shall be held in trust for the benefit of the Secured Parties, and shall be paid over the US Collateral Agent.

9. Representations and Warranties; Covenants. Each US Guarantor hereby (a) represents and warrants that the representations and warranties as to it made by Holdings and the Borrowers in Section 8 of the Credit Agreement are true and correct on each date as required by Section 7.1 of the Credit Agreement and (b) agrees to take, or refrain from taking, as the case may be, each action necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such US Guarantor.

10. Reinstatement. This US Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the US Collateral Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any of the Borrowers or any other Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any of the Borrowers or any other Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

11. Payments. Each US Guarantor hereby guarantees that payments hereunder will be paid to the US Collateral Agent without set-off or counterclaim in US Dollars at the US Collateral Agent’s office specified in Section 13.2 of the Credit Agreement.

12. Authority of Agent. Each US Guarantor acknowledges that the rights and responsibilities of the US Collateral Agent under this US Guarantee with respect to any action taken by the US Collateral Agent or the exercise or non-exercise by the US Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this US Guarantee shall, as between the US Collateral Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the US Collateral Agent and such US Guarantor, the US Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no US Guarantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

-7-

13. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to each US Guarantor shall be given to it in care of the Company at the Company’s address set forth in Section 13.2 of the Credit Agreement.

14. Counterparts. This US Guarantee may be executed by one or more of the parties to this US Guarantee on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “PDF” or “TIF” file)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this US Guarantee signed by all the parties shall be lodged with the US Collateral Agent and the Company.

15. Severability. Any provision of this US Guarantee that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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.

16. Integration. This US Guarantee, together with the other Credit Documents, represents the agreement of each US Guarantor and the US Collateral Agent with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the US Collateral Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.

17. Amendments in Writing; No Waiver; Cumulative Remedies.

(a) None of the terms or provisions of this US Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected US Guarantor(s) and the US Collateral Agent in accordance with Section 13.1 of the Credit Agreement.

(b) Neither the US Collateral Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 17(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the US Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the US Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the US Collateral Agent or any Secured Party would otherwise have on any future occasion.

-8-

(c) The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

18. Section Headings. The Section headings used in this US Guarantee are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

19. Successors and Assigns. This US Guarantee shall be binding upon the successors and assigns of each US Guarantor and shall inure to the benefit of the US Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no US Guarantor may assign, transfer or delegate any of its rights or obligations under this US Guarantee without the prior written consent of the US Collateral Agent unless permitted to do so under the Credit Agreement.

20. Additional Guarantors. Each Domestic Subsidiary of any of the US Borrowers that is required to become a party to this US Guarantee pursuant to Section 9.10 of the Credit Agreement shall become a US Guarantor, with the same force and effect as if originally named as a US Guarantor herein, for all purposes of this US Guarantee upon execution and delivery by such Subsidiary of a Supplement in the form of Annex B hereto or in such other form reasonably satisfactory to the US Collateral Agent. The execution and delivery of any instrument adding an additional US Guarantor as a party to this US Guarantee shall not require the consent of any other US Guarantor hereunder. The rights and obligations of each US Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new US Guarantor as a party to this US Guarantee.

21. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

22. Submission to Jurisdiction; Waivers. Each US Guarantor hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this US Guarantee and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

-9-

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such US Guarantor at its address referred to in Section 13 hereof or at such other address of which the US Collateral Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right of the US Collateral Agent or any other Secured Party to effect service of process in any other manner permitted by law or shall limit the right of the US Collateral Agent or any other Secured Party to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 22 any special, exemplary, punitive or consequential damages.

23. GOVERNING LAW. THIS GUARANTEE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

24. Termination or Release.

(a) This US Guarantee shall terminate on the Termination Date.

(b) (i) A US Subsidiary Guarantor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement, as a result of which such US Subsidiary Guarantor ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of such consent did not provide otherwise, and (ii) Holdings (or the previous New Holdings, as the case may be) shall automatically be released from its obligations hereunder in accordance with the formation or acquisition of a New Holdings that satisfies the conditions set forth in the Credit Agreement.

(c) In connection with any termination or release, the US Collateral Agent shall execute and deliver to any US Guarantor, at such US Guarantor’s expense, all documents that such US Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 24 shall be without recourse to or warranty by the US Collateral Agent.

[Signature Pages Follow]

-10-

IN WITNESS WHEREOF, each of the undersigned has caused this US Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

CAREY INTERMEDIATE HOLDINGS CORP., as Guarantor,
By:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT

[Signature Page to the US Guarantee]

ASSOCIATED MATERIALS, LLC, as Guarantor,
By:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT

[Signature Page to the US Guarantee]

GENTEK HOLDINGS, LLC, as Guarantor,
By:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT

[US Guarantee]

GENTEK BUILDING PRODUCTS, INC., as Guarantor,
By:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT

[US Guarantee]

CAREY NEW FINANCE, INC., as Guarantor,
By:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT

[US Guarantee]

UBS AG, STAMFORD BRANCH, as US Collateral Agent
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director Banking Products Services. US
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director Banking Products Services. US

[US Guarantee]

ANNEX A
TO THE US GUARANTEE

US SUBSIDIARY GUARANTORS

Gentek Holdings, LLC
Gentek Building Products, Inc.
Carey New Finance, Inc.

A-1

ANNEX B
TO THE US GUARANTEE

SUPPLEMENT NO. [    ], dated as of [    ], 20[    ] (this “Supplement”), to the US GUARANTEE, dated as of October 13, 2010 (this “US Guarantee”), made among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“Holdings”), ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (the “Company”), and each of the Subsidiaries of the Company listed on Annex A thereto (each such subsidiary, individually, a “US Subsidiary Guarantor” and, collectively, “US Subsidiary Guarantors”; and together with Holdings and the Company, collectively, the “US Guarantors”), and UBS AG, STAMFORD BRANCH, as US collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “US Collateral Agent”).

A. Reference is made to the Revolving Credit Agreement, dated as of October 13, 2010 (the “Credit Agreement”), among Holdings, the Company, GENTEK HOLDINGS, LLC and GENTEK BUILDING PRODUCTS, INC. (together with the Company, the “US Borrowers”), ASSOCIATED MATERIALS CANADA LIMITED, GENTEK CANADA HOLDINGS LIMITED and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP (each, a “Canadian Borrower” and collectively the “Canadian Borrowers”; and together with the US Borrowers, the “Borrowers”), the banks, financial institutions and other institutional lenders and investors from time to time parties thereto (each individually a “Lender” and collectively, the “Lenders”), UBS AG, STAMFORD BRANCH, as US Administrative Agent, US Collateral Agent, and a Letter of Credit Issuer, UBS AG, CANADA BRANCH, as Canadian Administrative Agent and Canadian Collateral Agent, WELLS FARGO CAPITAL FINANCE, LLC, as Co-Collateral Agent and a Letter of Credit Issuer, DEUTSCHE BANK AG NEW YORK BRANCH, as a Letter of Credit Issuer, DEUTSCHE BANK AG CANADA BRANCH, as a Letter of Credit Issuer and UBS LOAN FINANCE LLC, as Swingline Lender.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the US Guarantee. The rules of construction and other interpretative provisions specified in Section 1(b) of the US Guarantee shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. The US Guarantors have entered into the US Guarantee in order to induce the Agents, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement, to induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and to induce one or more Hedge Banks to enter into Secured Hedging Agreements with any Credit Party. Section 9.10 of the Credit Agreement and Section 20 of the US Guarantee provide that additional Subsidiaries may become US Guarantors under the US Guarantee by execution and delivery of an instrument in the form of this Supplement. Each undersigned Subsidiary (each a “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a US Guarantor under the US Guarantee in order to induce the Lenders and the Letter of Credit Issuers to make additional Extensions of Credit to the Borrowers under the Credit Agreement, to induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and to induce one or more Hedge Banks to enter into Secured Hedging Agreements with any Credit Party and as consideration for Extensions of Credit previously made, Cash Management Services previously provided, and Secured Hedging Agreements previously entered into.

B-1

Accordingly, the US Collateral Agent and each New Guarantor agrees as follows:

SECTION 1. In accordance with Section 20 of the US Guarantee, each New Guarantor by its signature below becomes a US Guarantor under the US Guarantee with the same force and effect as if originally named therein as a US Guarantor and each New Guarantor hereby (a) agrees to all the terms and provisions of the US Guarantee applicable to it as a US Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a US Guarantor thereunder are true and correct on and as of the date hereof (except to the extent that they expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date). Each reference to a US Guarantor in the US Guarantee shall be deemed to include each New Guarantor. The US Guarantee is hereby incorporated herein by reference.

SECTION 2. Each New Guarantor represents and warrants to the US Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “PDF” or “TIF” file)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the US Borrowers and the US Collateral Agent. This Supplement shall become effective as to each New Guarantor when the US Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Guarantor and the US Collateral Agent.

SECTION 4. Except as expressly supplemented hereby, the US Guarantee shall remain in full force and effect.

SECTION 5. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 6. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the US Guarantee, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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.

B-2

SECTION 7. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to each New Guarantor shall be given to it in care of the Company at the Company’s address set forth in Section 13.2 of the Credit Agreement.

SECTION 8. Each New Guarantor agrees to reimburse the US Collateral Agent for its reasonable and documented out-of-pocket costs and expenses in connection with this Supplement, including the reasonable fees, disbursements and other charges of counsel for the US Collateral Agent.

B-3

IN WITNESS WHEREOF, each New Guarantor and the US Collateral Agent have duly executed this Supplement to the US Guarantee as of the day and year first above written.

[NEW GUARANTOR(S)],
By:	Name:
	Title:
UBS AG, STAMFORD BRANCH, as US Collateral Agent,
By:	Name:
	Title:
By:	Name:
	Title:

[Signature Page to US Guarantee Supplement]

EX-10.5

Exhibit 10.5

EXECUTION COPY

CANADIAN SECURITY AGREEMENT

CANADIAN SECURITY AGREEMENT, dated as of October 13, 2010 (this “Agreement”), among ASSOCIATED MATERIALS CANADA LIMITED, an Ontario corporation (“Associated”), GENTEK CANADA HOLDINGS LIMITED, an Ontario corporation (“Gentek”), and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP, an Ontario limited partnership, by its general partner, Gentek (“LP”), each of the subsidiaries listed of the Canadian Borrowers on Annex A hereto (each such subsidiary, individually, a “Canadian Subsidiary Grantor” and, collectively, the “Canadian Subsidiary Grantors”; and, together with the Associated, Gentek and LP, collectively, the “Canadian Grantors”), and UBS AG CANADA BRANCH, as Canadian collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Canadian Collateral Agent”).

W I T N E S S E T H:

WHEREAS, (1) CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“Holdings”), the US Borrowers and the Canadian Borrowers (collectively, the “Borrowers”) have entered into a Revolving Credit Agreement, dated as of October 13, 2010 (the “Credit Agreement”), with the banks, financial institutions and other institutional lenders and investors from time to time parties thereto (each individually a “Lender” and collectively the “Lenders”), UBS AG, STAMFORD BRANCH, as US Administrative Agent, US Collateral Agent, and a US Letter of Credit Issuer and a Canadian Letter of Credit Issuer, UBS AG CANADA BRANCH, as Canadian Administrative Agent and Canadian Collateral Agent, WELLS FARGO CAPITAL FINANCE, LLC, as Co-Collateral Agent, DEUTSCHE BANK AG NEW YORK BRANCH, as a US Letter of Credit Issuer, DEUTSCHE BANK AG CANADA BRANCH, as a Canadian Letter of Credit Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION as a US Letter of Credit Issuer and a Canadian Letter of Credit Issuer and UBS LOAN FINANCE LLC, as Swingline Lender, pursuant to which the Lenders have severally agreed to make loans to the Borrowers and the Canadian Letter of Credit Issuers have agreed to issue letters of credit for the account of the Borrowers upon the terms and subject to the conditions set forth therein, (2) one or more Cash Management Banks may from time to time provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and (3) one or more Hedge Banks may from time to time enter into Secured Hedging Agreements with any Credit Party (clauses (1), (2) and (3) collectively, the “Extensions of Credit”);

WHEREAS, pursuant to the Canadian Guarantee, dated as of October 13, 2010 (the “Canadian Guarantee”), each of the Canadian Grantors (other than in respect of their own obligations) and their subsidiaries party thereto have agreed to guarantee to the Canadian Collateral Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Canadian Obligations;

WHEREAS, it is a condition precedent to the obligations of the Canadian Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Canadian Borrowers under the Credit Agreement that the Canadian Grantors shall have executed and delivered this Agreement to the Canadian Collateral Agent, for the benefit of the Secured Parties; and

WHEREAS, the Canadian Grantors acknowledge that they will derive substantial direct and indirect benefit from the Extensions of Credit and have agreed to secure their obligations with respect thereto pursuant to this Agreement on a first priority basis (subject to Permitted Liens).

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and to induce the Agents, the Canadian Lenders and the Canadian Letter of Credit Issuers to enter into the Credit Agreement and to induce the Canadian Lenders and the Canadian Letter of Credit Issuers to make their respective Extensions of Credit to the Canadian Borrowers under the Credit Agreement, to induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and to induce one or more Hedge Banks to enter into Secured Hedging Agreements with each Credit Party, the Canadian Grantors hereby agree with the Canadian Collateral Agent, for the benefit of the Secured Parties, as follows:

1. Defined Terms.

(a) Unless otherwise defined herein, (i) terms defined in the Credit Agreement and used herein (including terms used in the preamble and the recitals) shall have the meanings given to them in the Credit Agreement and (ii) all terms defined in the PPSA from time to time in effect or in the Securities Transfer Act (Ontario) from time to time in effect (together with any regulations thereunder, the “STA”) and not defined herein or in the Credit Agreement shall have the meanings specified therein. References to sections of the PPSA or the STA shall be construed to also refer to any successor sections.

(b) The rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6 and 1.7 of the Credit Agreement shall apply to this Agreement, including terms defined in the preamble and recitals hereto.

(c) The following terms shall have the following meanings:

“Accounts” shall mean all “accounts,” as such term is defined in the PPSA.

“After-Acquired Intellectual Property Collateral” shall have the meaning assigned to such term in Section 4.1(c).

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Canadian Borrower” shall have the meaning assigned to such term in the preamble hereto.

-2-

“Canadian Collateral Agent” shall have the meaning assigned to such term in the preamble hereto.

“Canadian Grantor” shall have the meaning assigned to such term in the preamble hereto.

“Canadian Guarantee” shall have the meaning assigned to such term in the recitals hereto.

“Secured Parties” shall have the meaning assigned to the term “Secured Parties” in the Credit Agreement.

“Canadian Subsidiary Grantor” shall have the meaning assigned to such term in the preamble hereto.

“Certificated Security” has the meaning given to it in the STA.

“Chattel Paper” shall mean all “chattel paper” as such term is defined in the PPSA.

“Collateral” shall have the meaning assigned to such term in Section 2.

“Collateral Account” shall mean any collateral account established by the Canadian Collateral Agent as provided in Section 5.1.

“Company” shall have the meaning assigned to such term in the preamble hereto.

“Copyrights” shall mean all (a) registered copyright rights in Canada, including copyrights in computer software and the content thereof, and internet web sites, (b) registrations, recordings and applications for registration of any such copyright in Canada, including registrations, recordings, supplemental registrations and pending applications for registration in the Canadian Intellectual Property Office, and (c) rights to obtain all renewals thereof.

“Credit Agreement” shall have the meaning assigned to such term in the recitals hereto.

“Credit Documents” shall mean the “Credit Documents” as defined in the Credit Agreement.

“Deposit Account Control Agreement” shall mean an agreement among the Canadian Collateral Agent, any Canadian Grantor and the relevant depository bank, in form and substance reasonably satisfactory to the Canadian Collateral Agent.

“Document of Title” shall mean all “document of title,” as such term is defined in the PPSA.

-3-

“Equipment” shall mean all “equipment,” as such term is defined in the PPSA, now or hereafter owned by any Canadian Grantor or to which any Canadian Grantor has rights and, in any event, shall include all machinery, equipment, furnishings, movable trade fixtures and vehicles now or hereafter owned by any Canadian Grantor or to which any Canadian Grantor has rights and any and all additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

“Excluded Accounts” shall mean any accounts specified in Section 9.16(b)(iv) of the Credit Agreement.

“Excluded Assets” shall mean (a) any property or asset to the extent that the grant of a security interest in such property or asset is prohibited by any Applicable Law or requires consent not obtained of any Governmental Authority pursuant to Applicable Law, (b) any Subject Property, (c) any Excluded Capital Stock, (d) any assets or property that is subject to a Lien permitted pursuant to Section 10.2(c) of the Credit Agreement to the extent the documents relating to such Lien would not permit such assets or property to be subject to the Liens created by this Agreement and the other Credit Documents; provided that immediately upon the ineffectiveness, lapse or termination of any such restriction, such assets or property shall cease to be an Excluded Asset, (e) any Vehicles the perfection of a security interest in which is excluded from the PPSA, (f) any intellectual property, including Canadian intent to use trademark applications, to the extent that and for so long as the creation of a security interest therein would invalidate or impair the enforceability of the Canadian Grantor’s right, title or interest therein, (h) Excluded Accounts, (i) any property or assets owned by any Unrestricted Subsidiary (j) any property included in the definition of “Collateral” in the Canadian Pledge Agreement and (k) proceeds and products from any and all of the of the foregoing Excluded Assets described in clause (a) through (j), unless such proceeds would otherwise constitute Collateral; provided, however, that Excluded Assets will not include any Proceeds, substitutions or replacements of any Excluded Assets referred to in clause (a) (unless such Proceeds, substitutions or replacements would otherwise constitute Excluded Assets).

“Exclusive IP Agreements” shall have the meaning assigned to such term in Section 3.2(a).

“Extensions of Credit” shall have the meaning assigned to such term in the recitals hereto.

“Intangibles” shall mean all “intangibles” as such term is defined in the PPSA and, in any event, including with respect to any Canadian Grantor, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Canadian Grantor is a party or under which such Canadian Grantor has any right, title or interest or to which such Canadian Grantor or any property of such Canadian Grantor is subject, as the same may from time to time be amended, supplemented or otherwise modified, including (a) all rights of such Canadian Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (b) all rights of such Canadian Grantor to receive proceeds of any insurance, indemnity, warranty or guarantee with respect thereto, (c) all claims of such Canadian Grantor for damages arising out of any breach of or default thereunder and (d) all rights of such Canadian Grantor to terminate, amend, supplement, modify or exercise rights or options thereunder, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder.

-4-

“Intellectual Property” shall mean any and all intellectual property, including Trade Secrets, Copyrights, Patents, Trademarks and the IP Agreements, all rights therein, and all rights to sue at law or in equity for any past, present, or future infringement, misappropriation, violation, misuse or other impairment thereof, including the right to receive injunctive relief and all Proceeds and damages therefrom.

“Intellectual Property Collateral” shall mean the Collateral constituting Intellectual Property, including the Intellectual Property set forth in Schedules 1 and 2 hereto.

“Intellectual Property Security Agreement” shall have the meaning assigned to such term in Section 4.4(e).

“Instruments” shall mean all “instruments,” as such term is defined in the PPSA.

“Inventory” shall mean all “inventory,” as such term is defined in the PPSA.

“Investment Property” shall mean all “investment property,” as such term is defined in the PPSA.

“IP Agreements” shall mean any and all agreements, permits, consents, orders and franchises, now or hereafter in effect, relating to the license, development, use, manufacture, distribution, sale or disclosure of any Copyrights, Patents or Trademarks, to which any Canadian Grantor, now or hereafter, is a party.

“Lenders” shall have the meaning assigned to such term in the recitals hereto.

“Money” shall mean all “money,” as such term is defined in the PPSA.

“Patents” shall mean (a) patent registrations, statutory invention registrations, utility models, recordings and pending applications in the Canadian Intellectual Property Office, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and in the case of (a) and (b), all the inventions disclosed or claimed therein and all improvements thereto, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Permitted Lien” shall mean any Lien on the Collateral expressly permitted to be granted pursuant to the Credit Agreement, including, without exception, pursuant to the definition of “Permitted Liens” therein and Section 10.2 thereof.

“PPSA” shall mean the Personal Property Security Act (Ontario), the Civil Code of Québec or any other applicable Canadian federal, provincial or territorial statute pertaining to the granting, perfecting, priority or ranking of security interests, liens, hypothecs on personal property, and any successor statutes, together with any regulations thereunder, in each case as in effect from time to time. References to sections of the PPSA shall be construed to also refer to any successor sections.

-5-

“Proceeds” shall mean all “proceeds” as such term is defined in the PPSA and, in any event, shall include with respect to any Canadian Grantor, any consideration received from the sale, exchange, license, lease or other Disposition of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received from any insurer or other person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property that constitutes Collateral, and shall include (a) all cash and negotiable instruments received by or held on behalf of the Canadian Collateral Agent, (b) any claim of any Canadian Grantor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past, present or future infringement or dilution, where applicable, of any Patent, Trademark, Copyright or Trade Secret, now or hereafter owned by any Canadian Grantor, or licensed under an IP Agreement or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Canadian Grantor, and (ii) past, present or future breach of any IP Agreement and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

“Registered Intellectual Property” shall have the meaning set forth in Section 3.2.

“Canadian Pledge Agreement” shall have the meaning assigned to the term “Canadian Pledge Agreement” in the Credit Agreement.

“Secured Debt Documents” shall mean, collectively, the Credit Documents, each Secured Cash Management Agreement entered into with a Cash Management Bank and each Hedging Agreement entered into with a Hedge Bank.

“Security Interest” shall have the meaning assigned to such term in Section 2(a).

“Securities Account” shall mean all “securities account,” as such term is defined in the STA.

“Securities Account Control Agreement” shall mean an agreement among the Canadian Collateral Agent, any Canadian Grantor and the relevant securities intermediary, in form and substance reasonably satisfactory to the Canadian Collateral Agent, granting control of such Canadian Grantor’s Securities Accounts maintained with such securities intermediary.

“Subject Property” shall mean any contract, license, lease, agreement, instrument or other document to the extent that such grant of a security interest therein is (1) prohibited by, or constitutes a breach or default under, or results in the termination of, or requires any consent not obtained under, such contract, license, lease, agreement, instrument or other document, or, in the case of any Investment Property or other securities, any applicable shareholder or similar agreement or (2) otherwise constitutes or results in the abandonment, invalidation or unenforceability of any right, title or interest of any Canadian Grantor under such contract, license, lease, agreement, instrument or other document, except, in each case, to the extent that Applicable Law or the term in such contract, license, lease, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Applicable Law or purports to prohibit the granting of a security interest over all or a material portion of assets of any Grantor; provided, however, that the foregoing exclusions shall not apply to the extent that any such prohibition, default or other term would be rendered ineffective pursuant to the PPSA or any other Applicable Law or principles of equity; provided, further, that the Security Interest shall attach immediately to any portion of such Subject Property that does not result in any of the consequences specified above including, without limitation, any Proceeds of such Subject Property.

-6-

“Termination Date” shall mean the date on which all Canadian Obligations are paid in full in cash (other than Cash Management Obligations under Secured Cash Management Agreements, Hedging Obligations under Secured Hedging Agreements or contingent indemnification obligations not then due and payable) and the Total Revolving Credit Commitments and all Letters of Credit are terminated (other than Letters of Credit that have been Cash Collateralized on terms set forth in Section 3.7 of the Credit Agreement following the termination of the Total Revolving Credit Commitments).

“Trademarks” shall mean (a) all Canadian registered trademarks, service marks, domain names, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, slogans, other source or business identifiers, now existing or hereafter adopted or acquired, and all recordings and applications for registration filed in connection with the foregoing, including registrations, recordings and applications for registration in the Canadian Intellectual Property Office, and all common-law rights related thereto, (b) all goodwill associated therewith or symbolized thereby and (c) all extensions or renewals thereof.

“Trade Secrets” shall mean all confidential and proprietary information, including know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information.

“Vehicles” shall mean all cars, trucks, trailers, and other vehicles and all tires and other appurtenances to any of the foregoing.

(d) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Canadian Grantor, shall refer to such Canadian Grantor’s Collateral or the relevant part thereof.

2. Grant of Security Interest.

(a) As security for the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of the Canadian Obligations, each Canadian Grantor hereby transfers, assigns, pledges, mortgages and hypothecates to the Canadian Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Canadian Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on (the “Security Interest”) all of such Canadian Grantor’s right, title and interest in (subject only to Permitted Liens) and to all of the following whether now owned or anytime hereafter acquired or existing (collectively, the “Collateral”):

(i) all Accounts;

(ii) all cash;

(iii) all Chattel Paper;

(iv) all deposit accounts;

-7-

(v) all Documents of Title;

(vi) all Equipment;

(vii) all fixtures;

(viii) all Goods;

(ix) all Instruments;

(x) all Patents, Trademarks, Copyrights and Trade Secrets;

(xi) all Intangibles;

(xii) all Intellectual Property;

(xiii) all Inventory;

(xiv) all Investment Property;

(xv) all letters of credit and rights thereto;

(xvi) all Money;

(xvii) all Securities Accounts;

(xviii) all books and records pertaining to the Collateral; and

(xix) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to the foregoing;

provided, however, that notwithstanding any other provision of this Agreement the Collateral shall not include any Excluded Assets.

(b) Each Canadian Grantor hereby irrevocably authorizes the Canadian Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Collateral or any part thereof and amendments thereto and renewals thereof that contain the information required by the PPSA of each applicable jurisdiction for the filing of any financing statement or amendment or renewal. 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 such as “all assets” or “all personal property, whether now owned or hereafter acquired” of such Canadian Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and in the case of a financing statement covering the Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates. Each Canadian Grantor agrees to provide such information to the Canadian Collateral Agent promptly upon request.

-8-

Each Canadian Grantor also ratifies any authorization previously given in writing to the Canadian Collateral Agent to file in any relevant jurisdiction any financing statements or amendments thereto or renewals thereof if filed prior to the date hereof.

The Canadian Collateral Agent is further authorized to file with the Canadian Intellectual Property Office (or any successor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing, protecting or providing notice of the Security Interests granted by each Canadian Grantor hereunder, and naming any Canadian Grantor or the Canadian Grantors as debtors and the Canadian Collateral Agent as secured party.

This Agreement secures the payment of all the Canadian Obligations. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Canadian Obligations and would be owed to the Canadian Collateral Agent or the Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving any Canadian Grantor.

The Security Interests created hereby are granted as security only and shall not subject the Canadian Collateral Agent or any other Canadian Secured Party to, or in any way alter or modify, any obligation or liability of any Canadian Grantor with respect to or arising out of the Collateral.

The Security Interests created hereby will not (a) extend or apply to the last day of the term of any lease or any agreement to lease now held or hereafter acquired by the Canadian Grantors, but should the Canadian Collateral Agent enforce this assignment and mortgage and charge, the applicable Canadian Grantor will thereafter stand possessed of such last day and must hold it in trust to assign it to the Canadian Collateral Agent or to any Person acquiring such term in the course of the enforcement of this assignment and mortgage and charge, or (b) render the Canadian Collateral Agent liable to observe or perform any term, covenant or condition of any agreement, document or instrument to which such Canadian Grantor is a party or by which it is bound.

-9-

3. Representations And Warranties.

Each Canadian Grantor hereby represents and warrants to the Canadian Collateral Agent and each Secured Party that:

3.1. Title; No Other Liens. Except for (a) the Security Interest granted to the Canadian Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement, (b) the Notes Liens, and (c) other Permitted Liens, such Canadian Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. To the knowledge of such Canadian Grantor, no action or proceeding seeking to limit, cancel or question the validity of such Canadian Grantor’s ownership interest in the Collateral, that could reasonably be expected to result in a Material Adverse Effect, is pending or threatened. None of the Canadian Grantors has filed or consented to the filing of any (x) (A)security agreement, or (B) except in connection with an anticipated refinancing, any financing statement or analogous document under the PPSA of any jurisdiction or any other Applicable Laws covering any Collateral, (y) assignment for security in which any Canadian Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the Canadian Intellectual Property Office, which security agreement, financing statement or similar instrument or assignment is still in effect or (z) assignment for security in which any Canadian Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any Governmental Authority, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except in the case of each of clauses (x), (y) and (z) above, such as have been filed in favour of the Canadian Collateral Agent pursuant to this Agreement, the other Credit Documents or are filed in respect of Permitted Liens.

3.2. Intellectual Property. (a) The Intellectual Property Collateral set forth on (i) Schedule 1 hereto is a true and correct list of all patents, pending patent applications, trademark registrations, pending trademark applications and copyright registrations (collectively, the “Registered Intellectual Property”), in each case, owned by a Canadian Grantor in its name as of the date hereof, and indicating for each such item, as applicable, the application and/or registration number, date and jurisdiction of filing and/or issuance, the identity of the current applicant or registered owner, and (ii) Schedule 2 hereto is a true and correct list of all IP Agreements which accounted for aggregate revenue to the Company or any of its Subsidiaries of more than $5,000,000 during the Company’s 2009 fiscal year (other than non-exclusive license agreements or licenses of commercially available off-the-shelf software), in which a Canadian Grantor is, as of the date hereof, the exclusive licensee of any Canadian patent, patent application, trademark registration or application for registration, copyright registration or application for registration (collectively, the “Exclusive IP Agreements”).

(b) Except as would not reasonably be expected to result in a Material Adverse Effect, the Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable in whole or in part.

(c) Except as would not reasonably be expected to result in a Material Adverse Effect, to such Canadian Grantor’s knowledge, no Person is engaging in any activity that infringes, misappropriates or otherwise violates the Intellectual Property Collateral or the Canadian Grantor’s rights in or use thereof.

(d) Except as would not reasonably be expected to result in a Material Adverse Effect, to such Canadian Grantor’s knowledge, no breach or default of any IP Agreement shall be caused by any of the following, and none of the following shall limit or impair the ownership, use, validity or enforceability of, or any rights of such Canadian Grantor in, any Intellectual Property Collateral: (i) the consummation of the transactions contemplated by any Credit Document or (ii) any holding, decision, judgment or order rendered by any Governmental Authority.

-10-

3.3. Perfected Security Interests. (a) Subject to the limitations set forth in clause (b) of this Section 3.3, the Security Interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the Collateral in favour of the Canadian Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Canadian Obligations, upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the PPSA, the filing of financing statements naming each Canadian Grantor as “debtor” and the Canadian Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Instruments, Chattel Paper and Certificated Securities, the earlier of the delivery thereof to the Canadian Collateral Agent and the filing of the financing statements referred to in clause (A), (C) in the case of Securities Accounts, the execution of Securities Account Control Agreements, and/or (D) in the case of Intellectual Property Collateral, the completion of the filing, registration and recording of fully executed agreements in the form of the Intellectual Property Security Agreement set forth in Exhibit 3 hereto in the Canadian Intellectual Property Office, and (ii) are prior to all other Liens on the Collateral other than Permitted Liens having priority over the Canadian Collateral Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreement.

(b) Notwithstanding anything to the contrary herein, no Canadian Grantor shall be required to perfect the Security Interests created hereby by any means other than (i) filings pursuant to the PPSA of any applicable jurisdiction, (ii) filings with the Canadian Intellectual Property Office with respect to Registered Intellectual Property, (iii) in the case of Collateral that constitutes Deposit Accounts and Securities Accounts for which a Control Agreement is required pursuant to Section 9.16 of the Credit Agreement, execute Deposit Account Control Agreements and Securities Account Control Agreements, as applicable, (iv) in the case of Collateral that constitutes Chattel Paper, Instruments, Certificated Securities or negotiable documents, in each case, to the extent included in the Collateral and if the value of any such Chattel Paper, Instruments, Certificated Securities or negotiable documents exceeds $5,000,000 (individually), delivery to the Canadian Collateral Agent (or its non-fiduciary agent or designee) to be held in its possession in Canada, (v) in the case of Collateral that consists of Letter of Credit Rights, taking the actions specified in Section 4.5. No Canadian Grantor shall be required to (x) enter into any security agreements governed under foreign law or (y) take any other actions in any foreign jurisdiction (other than the United States) or required by foreign law (other than the laws of the United States) to create any Security Interest in Collateral located or titled outside Canada or to perfect or make enforceable any Security Interest.

(c) It is understood and agreed that the Security Interests created hereby shall not prevent the Canadian Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Credit Agreement.

(d) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including (i) the exact legal name of each Canadian Grantor and (ii) the jurisdiction of organization of each Canadian Grantor) is correct and complete as of the Closing Date.

-11-

3.4. Accounts. No amount payable in excess of $5,000,000 to such Canadian Grantor under or in connection with any Account is evidenced by any Instrument or Chattel Paper that has not been delivered to the Canadian Collateral Agent, properly endorsed for transfer, to the extent delivery is required by the Canadian Pledge Agreement.

4. Covenants.

Each Canadian Grantor hereby covenants and agrees with the Canadian Collateral Agent and the Secured Parties that, from and after the date of this Agreement until the Termination Date:

4.1. Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall maintain the Security Interests created hereby as perfected security interests (subject to any Permitted Lien) and shall defend the Security Interests created hereby and the priority thereof against the claims and demands not expressly permitted by the Credit Agreement of all Persons whomsoever.

(b) Such Canadian Grantor will furnish to the Canadian Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Canadian Grantor and such other reports in connection therewith as the Canadian Collateral Agent may reasonably request.

(c) Each Canadian Grantor agrees that should it, after the date hereof, obtain an ownership interest in any Registered Intellectual Property that would, had it been owned on the date hereof, be considered a part of the Intellectual Property Collateral or should it become a party to any IP Agreement which accounted for aggregate revenue to the Company or any of its Subsidiaries of more than $5,000,000 during the Company’s 2009 fiscal year, or any other subsequent fiscal year, that would, had such Canadian Grantor been a party to it on the date hereof, be considered an Exclusive IP Agreement (“After-Acquired Intellectual Property Collateral”), such After-Acquired Intellectual Property Collateral shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect thereto. In addition, such Canadian Grantor shall, on each date that the Borrowers are required to deliver a certificate of an Authorized Officer to the Canadian Administrative Agent pursuant to Section 9.1(e) of the Credit Agreement execute and deliver to the Canadian Collateral Agent agreements substantially in the form of Exhibits 2 and 3 hereto covering such After-Acquired Intellectual Property Collateral, with the agreement substantially in the form of Exhibit 3 hereto to be recorded with the Canadian Intellectual Property Office and any other Governmental Authority located in Canada necessary to perfect the Security Interest hereunder in any such After-Acquired Intellectual Property Collateral which is Canadian Registered Intellectual Property.

(d) Subject to clause (e) below and Section 3.3(b), each Canadian Grantor agrees that at any time and from time to time, at the expense of such Canadian Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Canadian Collateral Agent or the Required Lenders may reasonably request, in order (x) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (y) to enable the Canadian Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the PPSA in effect in any jurisdiction with respect to the Security Interests created hereby, all at the expense of such Canadian Grantor. Without limiting the generality of the foregoing, such Canadian Grantor shall comply with Section 9.14 of the Credit Agreement.

-12-

(e) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets acquired by such Canadian Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary of the Canadian Borrowers that is required by the Credit Agreement to become a party hereto, the relevant Canadian Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement or this Section 4.1.

4.2. Changes in Locations, Name, etc. Each Canadian Grantor will furnish to the Canadian Collateral Agent prompt written notice of any change in its (i) organizational name, (ii) jurisdiction of incorporation or organization or formation, (iii) identity or organizational structure, (iv) business number or corporate or other identification number or (v) chief executive office or any locations in which it has Collateral. Each Canadian Grantor agrees to make all filings under the PPSA or otherwise that are required by Applicable Law in order for the Canadian Collateral Agent to continue at all times following such change to have a valid, legal and perfected Security Interest in all of the Collateral (subject to Permitted Liens).

4.3. Notices. (a) Each Canadian Grantor will advise the Canadian Collateral Agent in reasonable detail, of any Lien of which it has knowledge (other than the Security Interests created hereby and other Permitted Liens) on any of the Collateral which would adversely affect, in any material respect, the ability of the Canadian Collateral Agent to exercise any of its remedies hereunder.

(b) Upon the occurrence and during the continuation of any Event of Default, and after written notice is delivered to the applicable Canadian Grantor, all insurance payments in respect of any Equipment shall be paid to and applied by the Canadian Collateral Agent as specified in Section 5.4.

4.4. Intellectual Property. (a) With respect to each item of Intellectual Property Collateral owned by each Canadian Grantor, each Canadian Grantor agrees to take, at its expense, all commercially reasonable steps, including, as applicable, in the Canadian Intellectual Property Office and any other Governmental Authority located in Canada, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application for registration, now or hereafter included in such Intellectual Property Collateral of such in each case, except to the extent such Canadian Grantor determines in its reasonable business judgment that the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Canadian Grantor’s business.

-13-

(b) Such Canadian Grantor shall (and shall cause all its licensees to), in such Grantor’s reasonable business judgment (i) (1) continue to use each Trademark included in the Intellectual Property Collateral in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (2) maintain at least the same standards of quality of products and services offered under such Trademark as are currently maintained, (3) use such Trademark with the appropriate notice of registration and all other notices and legends to the extent required by Applicable Law, (4) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless the Canadian Collateral Agent shall obtain a perfected Security Interest in such other Trademark pursuant to this Agreement and (ii) not do any act or omit to do any act whereby (w) such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, (x) any Patent included in the Intellectual Property Collateral may become forfeited, misused, unenforceable, abandoned or dedicated to the public or (y) any portion of the Copyrights included in the Intellectual Property Collateral may become invalidated, otherwise impaired or fall into the public domain, except in each case to the extent failure to do any of the foregoing would not reasonably be expected to result in a Material Adverse Effect.

(c) No Canadian Grantor shall discontinue use of or otherwise abandon any owned Intellectual Property Collateral unless such Canadian Grantor shall have previously determined that such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Canadian Grantor’s business except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect.

(d) In the event that any Canadian Grantor becomes aware after the date hereof that any item of its material Intellectual Property Collateral is being infringed or misappropriated by a third party in any way that would reasonably be expected to have a Material Adverse Effect, such Canadian Grantor shall promptly notify the Canadian Collateral Agent and take such actions, at its expense, as such Canadian Grantor deems reasonable and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, if such Canadian Grantor deems it necessary, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation.

(e) With respect to its Canadian Registered Intellectual Property owned by such Canadian Grantor in its own name on the date hereof, each Canadian Grantor agrees to execute or otherwise authenticate an agreement, in substantially the form set forth in Exhibit 3 hereto (an “Intellectual Property Security Agreement”), for recording the Security Interest granted hereunder to the Canadian Collateral Agent in such Canadian Registered Intellectual Property with the Canadian Intellectual Property Office and any other Governmental Authority located in Canada necessary to perfect the Security Interest hereunder in such Registered Intellectual Property except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect.

-14-

4.5. Letter-of-Credit Rights. If any Canadian Grantor is or becomes the beneficiary of a letter of credit having a face amount in excess of $5,000,000, which Letter of Credit Rights with respect to any Collateral in which the Security Interest is perfected, such Canadian Grantor shall promptly notify the Canadian Collateral Agent thereof and such Canadian Grantor shall, at the request of the Canadian Collateral Agent, pursuant to an agreement in form and substance reasonably satisfactory to the Canadian Collateral Agent, use commercially reasonable efforts to cause the issuer and/or confirmation bank to either (i) consent to the assignment of any Letter of Credit Rights to the Canadian Collateral Agent or (ii) agree to direct all payments thereunder following the occurrence and during the continuance of an Event of Default to an account as directed by the Canadian Collateral Agent for application to the Obligations, in accordance with the provisions of the Credit Agreement.

4.6. [Intentionally deleted.]

5. Remedial Provisions.

5.1. Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuation of an Event of Default after written notice is delivered to the Canadian Grantor, the Canadian Collateral Agent shall have the right to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and each Canadian Grantor shall furnish all such assistance and information as the Canadian Collateral Agent may reasonably require in connection with such test verifications. The Canadian Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

(b) The Canadian Collateral Agent hereby authorizes each Canadian Grantor to collect such Canadian Grantor’s Accounts and the Canadian Collateral Agent may curtail or terminate said authority at any time upon notice after the occurrence and during the continuation of an Event of Default. If required in writing by the Canadian Collateral Agent at any time after the occurrence and during the continuation of an Event of Default, any payments of Accounts, when collected by any Canadian Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Canadian Grantor in the exact form received, duly endorsed by such Canadian Grantor to the Canadian Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Canadian Collateral Agent, subject to withdrawal by the Canadian Collateral Agent for the account of the Secured Parties only as provided in Section 5.4, and (ii) until so turned over, shall be held by such Canadian Grantor in trust for the Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such Canadian Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(c) At the Canadian Collateral Agent’s written request at any time after the occurrence and during the continuation of an Event of Default, each Canadian Grantor shall deliver to the Canadian Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts.

(d) Upon the occurrence and during the continuation of an Event of Default, a Canadian Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Canadian Collateral Agent shall have instructed the Canadian Grantors in writing not to grant or make any such extension, credit, discount, compromise, or settlement under any circumstances during the continuation of such Event of Default.

-15-

5.2. Communications with Obligors; Canadian Grantors Remain Liable. (a) The Canadian Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of an Event of Default, after giving reasonable written notice to the relevant Canadian Grantor of its intent to do so, communicate with obligors under the Accounts to verify with them to the Canadian Collateral Agent’s satisfaction the existence, amount and terms of any Accounts. The Canadian Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Canadian Secured Party; provided, that the provisions of Section 13.16 of the Credit Agreement shall apply to such information.

(b) Upon the written request of the Canadian Collateral Agent at any time after the occurrence and during the continuation of an Event of Default, each Canadian Grantor shall notify obligors on the Accounts that the Accounts have been assigned to the Canadian Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Canadian Collateral Agent and may enforce such Canadian Grantor’s rights against such obligors.

(c) Anything herein to the contrary notwithstanding, each Canadian Grantor shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Canadian Collateral Agent nor any Canadian Secured Party shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Canadian Collateral Agent or any Canadian Secured Party of any payment relating thereto, nor shall the Canadian Collateral Agent or any Canadian Secured Party be obligated in any manner to perform any of the obligations of any Canadian Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

5.3. Proceeds to be Turned Over To Canadian Collateral Agent. In addition to the rights of the Canadian Collateral Agent and the other Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Canadian Collateral Agent so requires by notice in writing to the relevant Canadian Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Canadian Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Canadian Grantor consisting of cash, cheques and other near-cash items shall be held by such Canadian Grantor in trust for the Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such Canadian Grantor, and shall, forthwith upon receipt by such Canadian Grantor, be turned over to the Canadian Collateral Agent in the exact form received by such Canadian Grantor (duly endorsed by such Grantor to the Canadian Collateral Agent, if required). All Proceeds received by the Canadian Collateral Agent hereunder shall be held by the Canadian Collateral Agent in a Collateral Account maintained under its sole dominion and control and on terms and conditions reasonably satisfactory to the Canadian Collateral Agent. All Proceeds while held by the Canadian Collateral Agent in a Collateral Account (or by such Canadian Grantor in trust for the Canadian Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Canadian Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

-16-

5.4. Application of Proceeds. (a) Except as expressly provided elsewhere in this Agreement or any other Credit Document, all proceeds received by the Canadian Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral shall be applied as follows:

(i) FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the Canadian Collateral Agent and Canadian Administrative Agent in connection with such sale, collection or realization or otherwise in connection with this Agreement, the other Canadian Security Documents or any of the Canadian Obligations, including all court costs and the reasonable and documented fees and expenses of its agents and legal counsel, the repayment of all advances made by the Canadian Collateral Agent hereunder or under any other Canadian Security Document on behalf of any Canadian Grantor and any other reasonable and documented out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Canadian Security Document;

(ii) SECOND, to the Secured Parties, an amount equal to all Canadian Obligations (other than Cash Management Obligations of a Canadian Grantor under a Secured Cash Management Agreement and all Hedging Obligations of a Canadian Grantor under each Secured Hedging Agreement) owing to them on the date of any such distribution, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof;

(iii) THIRD, to the Secured Parties, an amount equal to all Cash Management Obligations of a Canadian Grantor under each Secured Cash Management Agreement and all Hedging Obligations of a Canadian Grantor under each Secured Hedging Agreement owing to them on the date of any such distribution, and, if such money shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof; and

(iv) FOURTH, any surplus then remaining shall be paid to the Canadian 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.

-17-

(b) Upon any sale of the Collateral by the Canadian Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Canadian Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Canadian Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

5.5. PPSA and Other Remedies. If an Event of Default shall occur and be continuing, the Canadian Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the PPSA or any other Applicable Law or in equity and also may without demand of performance or other demand, presentment, protest, advertisement or notice of any kind except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange broker’s board or at any of the Canadian Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral. The Canadian Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Canadian Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Canadian Grantor, and each Canadian Grantor hereby waives (to the extent permitted by Applicable Law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Canadian Collateral Agent or any Canadian Secured Party shall have the right upon any such public sale, and, to the extent permitted by Applicable Law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, and the Canadian Collateral Agent or such Secured Party may subject to (x) the satisfaction in full in cash of all payments due pursuant to Section 5.4(a)(i) hereof and (y) the satisfaction of the Canadian Obligations in accordance with the priorities set forth in Section 5.4(a) hereof, pay the purchase price by crediting the amount thereof against the Canadian Obligations. Each Canadian Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Canadian 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 Canadian Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Canadian Collateral 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. To the extent permitted by Applicable Law, each Canadian Grantor hereby waives any claim against the Canadian Collateral 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 that might have been obtained at a public sale, even if the Canadian Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Canadian Grantor further agrees, at the Canadian Collateral Agent’s request, to assemble the Collateral and make it available to the Canadian Collateral Agent at places which the Canadian Collateral Agent shall reasonably select, whether at such Canadian Grantor’s premises or elsewhere. The Canadian Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.5 in accordance with the provisions of Section 5.4 hereof. As an alternative to exercising the power of sale herein conferred upon it, the Canadian Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

-18-

5.6. Deficiency. Each Canadian Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Canadian Obligations and the fees and disbursements of any attorneys employed by the Canadian Collateral Agent or any Secured Party to collect such deficiency.

5.7. Amendments, etc. with Respect to the Canadian Obligations; Waiver of Rights. Each Canadian Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Canadian Grantor and without notice to or further assent by any Canadian Grantor, (a) any demand for payment of any of the Canadian Obligations made by the Canadian Collateral Agent or any other Canadian Secured Party may be rescinded by such party and any of the Canadian Obligations continued, (b) the Canadian Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Canadian Collateral Agent or any other Canadian Secured Party, (c) the Secured Debt Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the terms of the applicable Secured Debt Document, and (d) any collateral security, guarantee or right of offset at any time held by the Canadian Collateral Agent or any other Canadian Secured Party for the payment of the Canadian Obligations may be sold, exchanged, waived, surrendered or released. Neither the Canadian Collateral Agent nor any other Canadian Secured Party shall have any obligation to protect, perfect or insure any Lien at any time held by it as security for the Canadian Obligations or for this Agreement or any property subject thereto. When making any demand hereunder against any Canadian Grantor, the Canadian Collateral Agent or any other Canadian Secured Party, may, but shall be under no obligation to, make a similar demand on the Canadian Borrowers or any other Canadian Grantor, and any failure by the Canadian Collateral Agent or any other Canadian Secured Party to make any such demand or to collect any payments from the Canadian Borrowers or any other Canadian Grantor or any release of the Canadian Borrowers or any other Canadian Grantor shall not relieve any Canadian Grantor in respect of which a demand or collection is not made or any Canadian Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Canadian Collateral Agent or any other Canadian Secured Party against any Canadian Grantor. For the purpose hereof “demand” shall include the commencement and continuance of any legal proceedings.

5.8. Conflict with Credit Agreement. In the event of any conflict between the terms of this Section 5 and the Credit Agreement, the Credit Agreement shall prevail. Notwithstanding the foregoing, and for greater certainty, in no event shall the proceeds of any Collateral pledged by any Canadian Grantor be used to satisfy any US Obligations.

-19-

6. The Canadian Collateral Agent.

6.1. Canadian Collateral Agent’s Appointment as Attorney-in-Fact, etc. (a) Each Canadian Grantor hereby appoints, which appointment is irrevocable and coupled with an interest, effective upon the occurrence and during the continuation of an Event of Default, the Canadian Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Canadian Grantor and in the name of such Canadian Grantor or otherwise, for the purpose of carrying out the terms of this Agreement and the other Credit Documents, to take any and all appropriate action and to execute any and all documents and instruments which the Canadian Collateral Agent may deem necessary or desirable to accomplish the purposes of this Agreement and the other Credit Documents, and, without limiting the generality of the foregoing, each Canadian Grantor hereby gives the Canadian Collateral Agent the power and right, on behalf of such Canadian Grantor, either in the Canadian Collateral Agent’s name or in the name of such Canadian Grantor or otherwise, without assent by such Canadian Grantor, to do any or all of the following at the same time or at different times, in each case after the occurrence and during the continuation of an Event of Default and after written notice by the Canadian Collateral Agent of its intent to do so:

(i) take possession of and endorse and collect any cheques, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Canadian Collateral Agent for the purpose of collecting any and all such moneys due under any Account or with respect to any other Collateral whenever payable;

(ii) in the case of any Patents, Trademarks or Copyrights, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Canadian Collateral Agent may reasonably request to evidence the Canadian Collateral Agent’s and the Secured Parties’ Security Interest in such Patents, Trademarks or Copyrights and the goodwill and general intangibles of such Canadian Grantor relating thereto or represented thereby;

(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral;

(iv) execute, in connection with any sale provided for in Section 5.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral;

(v) obtain, pay and adjust insurance required to be maintained by such Canadian Grantor or paid to the Canadian Collateral Agent pursuant to the Credit Agreement;

-20-

(vi) send verifications of Accounts to any Person who is or who may become obligated to any Canadian Grantor under, with respect to or on account of an Account;

(vii) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Canadian Collateral Agent or as the Canadian Collateral Agent shall direct;

(viii) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral;

(ix) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral;

(x) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral;

(xi) defend any suit, action or proceeding brought against such Canadian Grantor with respect to any Collateral (with such Canadian Grantor’s consent (not to be unreasonably withheld or delayed) to the extent such action or its resolution could materially affect such Canadian Grantor or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral; provided that such consent right shall not limit any other rights or remedies available to the Canadian Collateral Agent at law);

(xii) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Canadian Collateral Agent may deem appropriate (with such Canadian Grantor’s consent (not to be unreasonably withheld or delayed) to the extent such action or its resolution could materially affect such Canadian Grantor or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral; provided that such consent right shall not limit any other rights or remedies available to the Canadian Collateral Agent at law);

(xiii) assign any Intellectual Property Collateral throughout the world for such term or terms, on such conditions, and in such manner, as the Canadian Collateral Agent shall in its reasonable business discretion determine; and

(xiv) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Canadian Collateral Agent were the absolute owner thereof for all purposes, and do, at the Canadian Collateral Agent’s option and such Canadian Grantor’s expense, at any time, or from time to time, all acts and things that the Canadian Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Canadian Collateral Agent’s and the Secured Parties’ Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as such Canadian Grantor might do.

-21-

Anything in this Section 6.l(a) to the contrary notwithstanding, the Canadian Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6.1(a) unless an Event of Default shall have occurred and be continuing.

(b) If any Canadian Grantor fails to perform or comply with any of its agreements contained herein, the Canadian Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c) The expenses of the Canadian Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due Canadian Base Rate Loans under the Credit Agreement, from the date of payment by the Canadian Collateral Agent to the date reimbursed by the relevant Canadian Grantor, shall be payable by such Canadian Grantor to the Canadian Collateral Agent on demand.

(d) Each Canadian Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Security Interests created hereby are released.

6.2. Duty of Canadian Collateral Agent. The Canadian Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under PPSA or otherwise, shall be to deal with it in the same manner as the Canadian Collateral Agent deals with similar property for its own account. The Canadian Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Canadian Collateral Agent accords its own property. Neither the Canadian Collateral Agent, any other Canadian Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any 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 Canadian Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Canadian Collateral Agent and the other Secured Parties hereunder are solely to protect the Canadian Collateral Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Canadian Collateral Agent or any other Canadian Secured Party to exercise any such powers. The Canadian Collateral Agent and the other 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 Canadian Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

-22-

6.3. Authority of Canadian Collateral Agent. Each Canadian Grantor acknowledges that the rights and responsibilities of the Canadian Collateral Agent under this Agreement with respect to any action taken by the Canadian Collateral Agent or the exercise or non-exercise by the Canadian Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Canadian Collateral Agent and the other Secured Parties, be governed by this Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Canadian Collateral Agent and the Canadian Grantors, the Canadian Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Canadian Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

6.4. Security Interest Absolute. All rights of the Canadian Collateral Agent hereunder, the Security Interests created hereby and all obligations of the Canadian Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Credit Document, any agreement with respect to any of the Canadian Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Canadian Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Credit Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Canadian Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Canadian Grantor in respect of the Canadian Obligations or this Agreement.

6.5. Continuing Security Interest; Assignments Under the Secured Debt Documents; Release. (a) This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Canadian Grantor and the successors and assigns thereof and shall inure to the benefit of the Canadian Collateral Agent and the other Secured Parties and their respective successors, endorsees, transferees and assigns until the Termination Date.

(b) A Canadian Subsidiary Grantor shall automatically be released from its obligations hereunder and the Security Interests in the Collateral of such Canadian Subsidiary Grantor created hereby shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement, as a result of which such Canadian Subsidiary Grantor ceases to be a Restricted Subsidiary of the Company or otherwise becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of such consent did not provide otherwise.

(c) The Security Interests in Collateral created hereby shall be automatically released and such Collateral sold free and clear of the Lien and Security Interests created hereby (i) upon any Disposition by any Canadian Grantor of any Collateral that is permitted under the Credit Agreement (other than to the Company or any Canadian Subsidiary Grantor), (ii) to the extent such Collateral is comprised of property leased to a Credit Party, upon termination or expiration of such lease, (iii) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 13.1), and (iv) as required by the Canadian Collateral Agent to effect any Disposition of Collateral in connection with any exercise of remedies of the Canadian Collateral Agent pursuant to this Agreement or any of the other Security Documents.

-23-

(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Canadian Collateral Agent shall execute and deliver to any Canadian Grantor, at such Canadian Grantor’s expense, all documents that such Canadian Grantor shall reasonably request to evidence such termination or release provided, however, that with respect to the release of any item of Collateral pursuant to Section 6.5(c) in connection with any request of evidence of termination or release made of the Canadian Collateral Agent, the Canadian Collateral Agent may request that the Canadian Grantor deliver a certificate of an Authorized Officer to the effect that the sale or transfer transaction is in compliance with the Credit Documents and as to such other matters as the Canadian Collateral Agent may request. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Canadian Collateral Agent.

6.6. Reinstatement. This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Canadian Obligations is rescinded or must otherwise be restored or returned by the Canadian Collateral Agent or any other Canadian Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any of the Canadian Borrowers or any other Canadian Grantor, or upon or as a result of the appointment of a receiver, receiver-manager, intervenor or conservator of, or trustee or similar officer for, any of the Canadian Borrowers or any other Canadian Grantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

6.7. Appointment of a Receiver. The Canadian Collateral Agent may seek the appointment of a receiver, receiver-manager or keeper (a “Receiver”) under the laws of Canada or any Province thereof to take possession of all or any portion of the Collateral of the Canadian Grantor or to operate same and, to the maximum extent permitted by law, may seek the appointment of such a receiver without the requirement of prior notice or a hearing. Any such Receiver shall, so far as concerns responsibility for his/her acts, be deemed agent of the Canadian Grantor and not the Canadian Collateral Agent and the Secured Parties, and the Canadian Collateral Agent and the Secured Parties shall not be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver, his/her servants or employees other than for gross negligence or wilful misconduct. Subject to the provisions of the instrument appointing him/her, any such Receiver shall have power to take possession of Collateral of the Canadian Grantor, to preserve Collateral of the Canadian Grantor or its value, to carry on or concur in carrying on all or any part of the business of the Canadian Grantor and to sell, lease, license or otherwise dispose of or concur in selling, leasing, licensing or otherwise disposing of Collateral of the Canadian Grantor. To facilitate the forgoing powers, any such Receiver may, to the exclusion of all others, including the Canadian Grantor, enter upon, use and occupy all premises owned or occupied by the Canadian Grantor wherein Collateral of the Canadian Grantor may be situated, maintain Collateral of the Canadian Grantor upon such premises, borrow money on its own behalf or on behalf of the Secured Parties on a secured or unsecured basis and use Collateral of the Canadian Grantor directly in carrying on the Canadian Grantor’s business or as security for loans or advances to enable the Receiver to carry on the Canadian Grantor’s business or otherwise, as such Receiver shall, in its discretion, determine. Except as may be otherwise directed by Agent, all money received from time to time by such Receiver in carrying out his/her appointment shall be received in trust for and paid over to Agent. Every such Receiver may, in the discretion of the Canadian Collateral Agent, be vested with all or any of the rights and powers of the Canadian Collateral Agent and the Secured Parties. The Canadian Collateral Agent may, either directly or through its nominees, exercise any or all powers and rights given to a receiver by virtue of the foregoing provisions of this paragraph.

-24-

7. Miscellaneous.

7.1. Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Canadian Grantor and the Canadian Collateral Agent in accordance with Section 13.1 of the Credit Agreement; provided, however, that this Agreement may be supplemented (but no existing provisions may be modified and no Collateral may be released) through agreements substantially in the form of Exhibit 1 and Exhibit 2, respectively, in each case duly executed by each Canadian Grantor directly affected thereby.

7.2. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to any Canadian Subsidiary Grantor shall be given to it in care of the Company at the Company’s addresses set forth in Section 13.2 of the Credit Agreement.

7.3. No Waiver by Course of Conduct; Cumulative Remedies. Neither the Canadian Collateral Agent nor any other Canadian Secured Party shall by any act (except by a written instrument pursuant to Section 7.1 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default or in any breach of any of the terms and conditions hereof or of any other applicable Secured Debt Document. No failure to exercise, nor any delay in exercising, on the part of the Canadian Collateral Agent or any other Canadian Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Canadian Collateral Agent or any other Canadian Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Canadian Collateral Agent or such other Canadian Secured Party would otherwise have on any other occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

7.4. Enforcement Expenses; Indemnification. (a) Each Canadian Grantor agrees to pay any and all reasonable and documented expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Canadian Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Canadian Obligations and/or enforcing any rights with respect to, or collecting against, such Canadian Grantor under this Agreement to the extent any of the Canadian Grantors would be required to do so pursuant to Section 13.5 of the Credit Agreement.

-25-

(b) Each Canadian Grantor agrees to pay, and to save the Canadian Collateral Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement to the extent any of the Borrowers would be required to do so pursuant to Section 13.5 of the Credit Agreement.

(c) Without limitation of its indemnification obligations under the other Credit Documents, each Canadian Grantor agrees to pay, and to hold the Canadian Collateral Agent and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent any of the Canadian Borrowers would be required to do so pursuant to Section 13.5 of the Credit Agreement.

(d) Any such amounts payable as provided hereunder shall be additional Canadian Obligations secured hereby and by the other Security Documents. The agreements in this Section 7.4 shall survive termination of this Agreement or any other Credit Document, the consummation of the transactions contemplated hereby, the repayment of any of the Canadian Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Credit Document or any investigation made by or on behalf of the Canadian Collateral Agent or any other Canadian Secured Party. All amounts due under this Section 7.4 shall be payable on written demand therefor.

7.5. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Canadian Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Canadian Collateral Agent, except pursuant to a transaction expressly permitted by the Credit Agreement.

7.6. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif’)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Canadian Collateral Agent and the Canadian Borrowers.

7.7. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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.

-26-

7.8. Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

7.9. Integration. This Agreement represents the agreement of each of the Canadian Grantors with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the Canadian Collateral Agent or any other Canadian Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Secured Debt Documents.

7.10. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

7.11. Submission To Jurisdiction Waivers. Each Canadian Grantor hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of a court of competent jurisdiction in the Province of Ontario;

(b) consents that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Canadian Grantor at its address referred to in Section 7.2 or at such other address of which the Canadian Collateral Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right of the Canadian Collateral Agent or any other Canadian Secured Party to effect service of process in any other manner permitted by Applicable Law or shall limit the right of the Canadian Collateral Agent or any other Canadian Secured Party to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 7.11 any special, exemplary, punitive or consequential damages.

-27-

7.12. Acknowledgments. Each Canadian Grantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Credit Documents to which it is a party;

(b) neither the Canadian Collateral Agent nor any other Canadian Secured Party has any fiduciary relationship with or duty to any Canadian Grantor arising out of or in connection with this Agreement or any of the other Credit Documents, and the relationship between the Canadian Grantors, on the one hand, and the Canadian Collateral Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor;

(c) no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Canadian Grantors and the Secured Parties; and

(d) upon any Event of Default, the Canadian Collateral Agent may proceed without notice, against any Canadian Grantor and any Collateral to collect and recover the full amount of any Obligation then due, without first proceeding against any other Canadian Grantor, any other Canadian Credit Party or any other Collateral and without first joining any other Canadian Grantor or any other Canadian Credit Party in any proceeding.

7.13. Additional Canadian Grantors. Each Subsidiary of the Canadian Borrowers that is required to become a party to this Agreement pursuant to Section 9.10 of the Credit Agreement and the terms hereof shall become a Canadian Grantor, with the same force and effect as if originally named as a Canadian Grantor herein, for all purposes of this Agreement upon execution and delivery by such Subsidiary of a Supplement substantially in the form of Exhibit 1 hereto. The execution and delivery of any instrument adding an additional Canadian Grantor as a party to this Agreement shall not require the consent of any other Canadian Grantor hereunder. The rights and obligations of each Canadian Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Canadian Grantor as a party to this Agreement.

7.14. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

[Signature Pages Follow]

-28-

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

ASSOCIATED MATERIALS CANADA LIMITED, as a Canadian Grantor
By:	/s/ David S. Brown
	Name:	David S. Brown
	Title:	President Secretary
GENTEK CANADA HOLDINGS LIMITED, as a Canadian Grantor
By:
	Name:
	Title:
GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP, by its general partner GENTEK CANADA HOLDINGS LIMITED, as a Canadian Grantor
By:
	Name:
	Title:

[Canadian Security Agreement]

ASSOCIATED MATERIALS CANADA LIMITED, as a Canadian Grantor
By:
	Name:	David S. Brown
	Title:	President Secretary
GENTEK CANADA HOLDINGS LIMITED, as a Canadian Grantor
By:	/s/ Vicki L. Hardman
	Name:	VICKI L. HARDMAN
	Title:	VICE PRESIDENT
GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP, by its general partner GENTEK CANADA HOLDINGS LIMITED, as a Canadian Grantor
By:	/s/ Vicki L. Hardman
	Name:	VICKI L. HARDMAN
	Title:	VICE PRESIDENT

[Canadian Security Agreement]

UBS AG CANADA BRANCH, as Canadian Collateral Agent
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director Banking Products Services. US
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director Banking Products Services. US

[Canadian Security Agreement]

ANNEX A TO THE
CANADIAN SECURITY AGREEMENT

CANADIAN SUBSIDIARY GRANTORS

Canadian Subsidiary Grantors

•

Notice Address for All Canadian Grantors

Phone:
Facsimile:
Attention:

SCHEDULE 1 TO THE
CANADIAN SECURITY AGREEMENT

REGISTERED INTELLECTUAL PROPERTY

A. COPYRIGHTS AND COPYRIGHT APPLICATIONS

None.

B. PATENTS AND PATENT APPLICATIONS

Domestic Patent and Patent Applications

None.

Foreign Patent and Patent Applications

None.

C. TRADEMARKS AND TRADEMARK APPLICATIONS

Domestic Trademarks and Trademark Applications

		Application #
Mark	Current Owner	Registration #	Status
ADVANTAGE	Gentek Building Products Limited Partnership	815751 TMA514167	Registered
AIR MASTER & Design	Gentek Building Products Limited Partnership	519428 TMA299268	Registered
ALURITE	Gentek Building Products Limited Partnership	635859 TMA371,081	Registered
ASTERIX & Design	Gentek Building Products Limited Partnership	361353 TMA199543	Registered

		Application #
Mark	Current Owner	Registration #	Status
BARRICADE	Gentek Building Products Limited Partnership	1,301,163 TMA699317	Registered
CEDARWOOD	Gentek Building Products Limited Partnership	585514 TMA350880	Registered
CENTENNIAL	Gentek Building Products Limited Partnership	838079 TMA497777	Registered
CHECKMARK DESIGN	Gentek Building Products Limited Partnership	785524 TMA496559	Registered
CLASSIC DOUBLE 5	Gentek Building Products Limited Partnership	434652 TMA240570	Registered
CLIMATIC	Gentek Building Products Limited Partnership	387603 TMA216353	Registered
COLOR CLEAR THROUGH	Gentek Building Products Limited Partnership	1019839 TMA 596853	Registered
CONCORD	Gentek Building Products Limited Partnership	791676 TMA468462	Registered
DEALERS OF DISTINCTION	Gentek Building Products Limited Partnership	1321510 TMA756459	Registered
ENERGY PLUS	Gentek Building Products Limited Partnership	712607 TMA424287	Registered
ESTATE CLASSIC	Gentek Building Products Limited Partnership	640260 TMA 379690	Registered
FAIRHAVEN SOUND	Gentek Building Products Limited Partnership	1390446 TMA745480	Registered
FAIRWEATHER	Gentek Building Products Limited Partnership	865176 TMA520,608	Registered
FENETRES NORD-AMERICAINES	Gentek Building Products Limited Partnership	842497 TMA499744	Registered
FIRST IMPRESSIONS BY GENTEK	Gentek Building Products Limited Partnership	1336830 TMA708,617	Registered
GENGLASS	Gentek Building Products Limited Partnership	1348714 TMA718594	Registered
GENTEK	Gentek Building Products Limited Partnership	785526 TMA496558	Registered
GENTEK & Design	Gentek Building Products Limited Partnership	785523 TMA496561	Registered

		Application #
Mark	Current Owner	Registration #	Status
GENTEK BUILDER SERIES	Gentek Building Products Limited Partnership	1228241 TMA691130	Registered
GENTEK My Design Home Studio & Logo	Gentek Building Products Limited Partnership	1424466	Allowed
HALLMARK	Gentek Building Products Limited Partnership	452397 TMA250784	Registered
HARMONIE DE COULEURS	Gentek Building Products Limited Partnership	1356862 TMA728,948	Registered
HYGENICIEL	Gentek Building Products Limited Partnership	373822 TMA205383	Registered
LE RENOVATEUR DE PREMIER CHOIX & Design	Gentek Building Products Limited Partnership	842492 TMA537478	Registered
LE RENOVATEUR DE PREMIER CHOIX & Design	Gentek Building Products Limited Partnership	715937 TMA520412	Registered
MOULURESESSENTIALS DE GENTEK	Gentek Building Products Limited Partnership	1356861 TMA728,949	Registered
NAW & Design	Gentek Building Products Limited Partnership	842498 TMA491771	Registered

		Application #
Mark	Current Owner	Registration #	Status
NORTH AMERICAN WINDOWS	Gentek Building Products Limited Partnership	842499 TMA499860	Registered
NORTHERN FOREST	Gentek Building Products Limited Partnership	721694 TMA454110	Registered
OXFORD	Gentek Building Products Limited Partnership	865179 TMA525528	Registered
PREMIUM RENOVATOR & Design	Gentek Building Products Limited Partnership	715936 TMA520438	Registered
PREMIUM RENOVATOR & Design	Gentek Building Products Limited Partnership	842491 TMA537507	Registered
PREMIUM RENOVATOR & Design Opposition	Gentek Building Products Limited Partnership
RAINAWAY	Gentek Building Products Limited Partnership	675372 TMA398777	Registered
REGENCY	Gentek Building Products Limited Partnership	452398 TMA250,785	Registered
REVERE My Design Home Studio & Logo	Gentek Building Products Limited Partnership	1424474	Allowed

		Application #
Mark	Current Owner	Registration #	Status
ROUGHWOOD	Gentek Building Products Limited Partnership	374971 TMA209,437	Registered
SEQUOIA	Gentek Building Products Limited Partnership	1272906 TMA676191	Registered
SEQUOIA	Gentek Building Products Limited Partnership	1228310 TMA690353	Registered
SEQUOIA SELECT & Design	Gentek Building Products Limited Partnership	1438095 TMA778773	Registered
SIERRA	Gentek Building Products Limited Partnership	1212719 TMA641140	Registered
SIERRA	Gentek Building Products Limited Partnership	470529 TMA265537	Registered
SIGNATURE	Gentek Building Products Limited Partnership	1228722	Allowed
STEELSIDE	Gentek Building Products Limited Partnership	1375565 TMA748073	Registered
THERMALOK	Gentek Building Products Limited Partnership	635942 TMA371910	Registered
THERMALSLIDE	Gentek Building Products Limited Partnership	449650 TMA253359	Registered
THERMAR	Gentek Building Products Limited Partnership	454719 TMA258939	Registered
TRIMESSENTIALS BY GENTEK	Gentek Building Products Limited Partnership	1228339 TMA694723	Registered
VYCAN	Gentek Building Products Limited Partnership	531926 TMA310516	Registered

Foreign Trademarks and Trademark Applications

None.

D. DOMAIN NAMES

None.

SCHEDULE 2 TO THE
REVOLVING CANADIAN SECURITY AGREEMENT

EXCLUSIVE IP AGREEMENTS

None.

EXHIBIT 1 TO THE
CANADIAN SECURITY AGREEMENT

SUPPLEMENT NO. [_____], dated as of [                    ] (this “Supplement”), to the Canadian Security Agreement dated as of October 13, 2010 (this “Agreement”), among ASSOCIATED MATERIALS CANADA LIMITED, an Ontario corporation (“Associated”), GENTEK CANADA HOLDINGS LIMITED, an Ontario corporation (“Gentek”), and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP, an Ontario limited partnership by its general partner, Gentek (“LP”), each of the subsidiaries listed of the Canadian Borrowers on Annex A hereto (each such subsidiary, individually, a “Canadian Subsidiary Grantor” and, collectively, the “Canadian Subsidiary Grantors”; and, together with the Associated, Gentek and LP, collectively, the “Canadian Grantors”), and UBS AG CANADA BRANCH, as Canadian collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Canadian Collateral Agent”).

A. Capitalized terms used herein and not otherwise defined herein (including terms used in the preamble and the recitals) shall have the meanings assigned to such terms in the Canadian Security Agreement.

B. The rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6 and 1.7 of the Credit Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. Section 7.13 of the Canadian Security Agreement provides that each Restricted Subsidiary of the Canadian Borrowers that is required to become a party to the Canadian Security Agreement pursuant to Section 9.10 of the Credit Agreement and the terms hereof shall become a Canadian Grantor, with the same force and effect as if originally named as a Canadian Grantor therein, for all purposes of the Canadian Security Agreement upon execution and delivery by such Subsidiary of an instrument in the form of this Supplement. Each undersigned Guarantor (each, a “New Canadian Grantor”) is executing this Supplement in accordance with the requirements of the Canadian Security Agreement to become a Canadian Grantor under the Canadian Security Agreement as consideration for the Canadian Obligations.

Accordingly, the Canadian Collateral Agent and the New Canadian Grantors agree as follows:

SECTION 1. In accordance with Section 7.13 of the Canadian Security Agreement, each New Canadian Grantor by its signature below becomes a Canadian Grantor under the Canadian Security Agreement with the same force and effect as if originally named therein as a Canadian Grantor and each New Canadian Grantor hereby (a) agrees to all the terms and provisions of the Canadian Security Agreement applicable to it as a Canadian Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Canadian Grantor thereunder are true and correct on and as of the date hereof (except

1-1

where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date). In furtherance of the foregoing, each New Canadian Grantor, as security for the payment and performance in full of the Canadian Obligations, does hereby assign, pledge, mortgage and hypothecate to the Canadian Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Canadian Collateral Agent, for the benefit of the Secured Parties, a Security Interest in all of the Collateral of such New Canadian Grantor, in each case whether now or hereafter existing or in which now has or hereafter acquires an interest. Each reference to a “Canadian Grantor” in the Canadian Security Agreement shall be deemed to include each New Canadian Grantor. The Canadian Security Agreement is hereby incorporated herein by reference.

SECTION 2. Each New Canadian Grantor represents and warrants to the Canadian Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and subject to general principles of equity (whether considered in a proceeding in equity or law).

SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the Canadian Collateral Agent and the Canadian Borrowers. This Supplement shall become effective as to each New Canadian Grantor when the Canadian Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Canadian Grantor and the Canadian Collateral Agent.

SECTION 4. Such New Canadian Grantor hereby represents and warrants that (a) set forth on Schedule A attached hereto is (i) the legal name of such New Canadian Grantor, (ii) the jurisdiction of incorporation or organization of such New Canadian Grantor, (iii) the identity or type of organization or corporate structure of such New Canadian Grantor and (iv) the business number and corporate or other identification number of such New Canadian Grantor (b) as of the date hereof (i) Schedule B hereto sets forth all of the Registered Intellectual Property owned by such New Grantor in its name, and indicates for each such item, as applicable, the application and/or registration number, date and jurisdiction of filing and/or issuance, and the identity of the current applicant or registered owner, and (ii) Schedule C hereto sets forth all Exclusive IP Agreements.

SECTION 5. Except as expressly supplemented hereby, the Canadian Security Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

1-2

SECTION 7. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Canadian Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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 8. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to each New Canadian Grantor shall be given to it in care of Associated Materials, LLC, a Delaware limited liability company (the “Company”), at the Company’s address set forth in Section 13.2 of the Credit Agreement.

SECTION 9. Each New Canadian Grantor agrees to reimburse the Canadian Collateral Agent for its reasonable and documented out-of-pocket expenses in connection with this Supplement, including the reasonable and documented fees, other charges and disbursements of counsel for the Canadian Collateral Agent.

1-3

IN WITNESS WHEREOF, each New Canadian Grantor and the Canadian Collateral Agent have duly executed this Supplement to the Canadian Security Agreement as of the day and year first above written.

[NEW CANADIAN GRANTOR(S)],
By:
	Name:
	Title:
UBS AG CANADA BRANCH, as Canadian Collateral Agent
By:
	Name:
	Title:

1-4

SCHEDULE A
TO SUPPLEMENT NO. __ TO THE
CANADIAN SECURITY AGREEMENT

CORPORATE INFORMATION

			Federal Taxpayer
	Jurisdiction of		Identification Number
	Incorporation or	Type of Organization or	and Organizational
Legal Name	Organization	Corporate Structure	Identification Number

SCHEDULE B
TO SUPPLEMENT NO. ___ TO THE
CANADIAN SECURITY AGREEMENT

REGISTERED INTELLECTUAL PROPERTY

A. COPYRIGHTS AND COPYRIGHT APPLICATIONS

Registered Owner/Grantor Title Registration Number

B. PATENTS AND PATENT APPLICATIONS

Domestic Patent and Patent Applications

Registered		Registration	Application
Owner/Grantor	Patent	No.	No.

Foreign Patent and Patent Applications

Registered		Registration	Application
Owner/Grantor	Patent	No.	No.

C. TRADEMARKS AND TRADEMARK APPLICATIONS

Domestic Trademarks and Trademark Applications

Registered		Registration	Application
Owner/Grantor	Trademark	No.	No.

Foreign Trademarks and Trademark Applications

Registered		Registration	Application
Owner/Grantor	Trademark	No.	No.

D. DOMAIN NAMES

SCHEDULE C
TO SUPPLEMENT NO. ___ TO THE
CANADIAN SECURITY AGREEMENT

EXCLUSIVE IP AGREEMENTS

EXHIBIT 2 TO THE
CANADIAN SECURITY AGREEMENT

SUPPLEMENT NO. [_____], dated as of [                    ] (this “Supplement”), to the Canadian Security Agreement dated as of October 13, 2010 (this “Agreement”), among ASSOCIATED MATERIALS CANADA LIMITED, an Ontario corporation (“Associated”), GENTEK CANADA HOLDINGS LIMITED, an Ontario corporation (“Gentek”), and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP, an Ontario limited partnership by its general partner, Gentek (“LP”), each of the subsidiaries listed of the Canadian Borrowers on Annex A hereto (each such subsidiary, individually, a “Canadian Subsidiary Grantor” and, collectively, the “Canadian Subsidiary Grantors”; and, together with the Associated, Gentek and LP, collectively, the “Canadian Grantors”), and UBS AG CANADA BRANCH, as Canadian collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Canadian Collateral Agent”).

A. Capitalized terms used herein and not otherwise defined herein (including terms used in the preamble and the recitals) shall have the meanings assigned to such terms in the Canadian Security Agreement.

B. The rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6 and 1.7 of the Credit Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. Pursuant to Section 5.1(c) of the Canadian Security Agreement, each Canadian Grantor has agreed to deliver to the Canadian Collateral Agent a written supplement substantially in the form of Exhibit 2 thereto with respect to any After-Acquired Intellectual Property Collateral. The Canadian Grantors have identified the additional After-Acquired Intellectual Property Collateral acquired by such Grantors after the date of the Canadian Security Agreement set forth on Schedules I and II hereto (collectively, the “Additional Collateral”).

Accordingly, the Canadian Collateral Agent and the Canadian Grantors agree as follows:

SECTION 1. Schedules 1 and 2 of the Canadian Security Agreement are hereby supplemented, as applicable, by the information set forth in Schedules I and II hereto.

SECTION 2. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the Canadian Collateral Agent and the Company. This Supplement shall become effective as to each Canadian Grantor when the Canadian Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such Canadian Grantor and the Canadian Collateral Agent.

SECTION 3. Except as expressly supplemented hereby, the Canadian Security Agreement shall remain in full force and effect.

2-1

SECTION 4. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

SECTION 5. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Canadian Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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 6. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to each Canadian Grantor shall be given to it in care of Associated Materials, LLC, a Delaware limited liability company (the “Company”), at the Company’s address set forth in Section 13.2 of the Credit Agreement.

SECTION 7. Each Canadian Grantor agrees to reimburse the Canadian Collateral Agent for its reasonable and documented out-of-pocket expenses in connection with this Supplement, including the reasonable and documented fees, other charges and disbursements of counsel for the Canadian Collateral Agent.

2-2

IN WITNESS WHEREOF, each Canadian Grantor and the Canadian Collateral Agent have duly executed this Supplement to the Canadian Security Agreement as of the day and year first above written.

[GRANTORS],
By:
	Name:
	Title:
UBS AG CANADA BRANCH, as Canadian Collateral Agent
By:
	Name:
	Title:

2-3

SCHEDULE I
TO SUPPLEMENT NO. ___ TO THE
CANADIAN SECURITY AGREEMENT

REGISTERED INTELLECTUAL PROPERTY

A. COPYRIGHTS AND COPYRIGHT APPLICATIONS

Registered Owner/Grantor Title Registration Number

B. PATENTS AND PATENT APPLICATIONS

C. TRADEMARKS AND TRADEMARK APPLICATIONS

Domestic Trademarks and Trademark Applications

Registered		Registration	Application
Owner/Grantor	Trademark	No.	No.

Foreign Trademarks and Trademark Applications

Registered		Registration	Application
Owner/Grantor	Trademark	No.	No.

D. DOMAIN NAMES

SCHEDULE II
TO SUPPLEMENT NO. ___ TO THE
CANADIAN SECURITY AGREEMENT

EXCLUSIVE IP AGREEMENTS

EXHIBIT 3 TO THE
CANADIAN SECURITY AGREEMENT

FORM OF CANADIAN INTELLECTUAL PROPERTY SECURITY AGREEMENT

This CANADIAN INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “IP Security Agreement”), dated as of [                    ], 200[_], among the Person listed on the signature pages hereof (the “Canadian Grantor”), and UBS AG CANADA BRANCH, as Canadian collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Canadian Collateral Agent”).

A. Capitalized terms used herein and not otherwise defined herein (including terms used in the preamble and the recitals) shall have the meanings assigned to such terms in the Canadian Security Agreement, dated as of October 13, 2010 (the “Canadian Security Agreement”), among ASSOCIATED MATERIALS CANADA LIMITED, an Ontario corporation (“Associated”), GENTEK CANADA HOLDINGS LIMITED, an Ontario corporation (“Gentek”), and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP, an Ontario limited partnership by its general partner, Gentek (“LP”), each of the subsidiaries listed of the Canadian Borrowers on Annex A hereto (each such subsidiary, individually, a “Canadian Subsidiary Grantor” and, collectively, the “Canadian Subsidiary Grantors”; and, together with the Associated, Gentek and LP, collectively, the “Canadian Grantors”), and UBS AG CANADA BRANCH, as Canadian collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Canadian Collateral Agent”).

B. The rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6 and 1.7 of the Credit Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. Pursuant to Section 5.4(e) of the Canadian Security Agreement, Canadian Grantor has agreed to execute or otherwise authenticate this IP Security Agreement for recording the Security Interest granted under the Canadian Security Agreement to the Canadian Collateral Agent in such Canadian Grantor’s Canadian Registered Intellectual Property with the Canadian Intellectual Property Office and any other Governmental Authority located in Canada necessary to perfect the Security Interest hereunder in such Registered Intellectual Property.

Accordingly, the Canadian Collateral Agent and Canadian Grantor agree as follows:

SECTION 1. Grant of Security.¹ The Canadian Grantor hereby grants to the Canadian Collateral Agent for the benefit of the Secured Parties a security interest in all of such Canadian Grantor’s right, title and interest in and to the [Canadian Trademark registrations and applications] [Canadian Patent registrations and applications] [Canadian Copyright registrations and applications] set forth in Schedule A hereto (collectively, the “Collateral”).

¹ Separate agreements should be entered in respect of patents, trademarks, and copyrights.

3-1

SECTION 2. Security for Canadian Obligations. The grant of a Security Interest in the Collateral by Canadian Grantor under this IP Security Agreement secures the payment of all of the Canadian Obligations. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Canadian Obligations and would be owed to the Canadian Collateral Agent or the Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving any Canadian Grantor.

SECTION 3. Recordation. Canadian Grantor authorizes and requests that an authorized officer of the Canadian Intellectual Property Office and any other applicable governmental officer located in Canada record this IP Security Agreement.

SECTION 4. Grants, Rights and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the Canadian Security Agreement. Canadian Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Canadian Collateral Agent with respect to the Collateral are more fully set forth in the Canadian Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this IP Security Agreement and the terms of the Canadian Security Agreement, the terms of the Canadian Security Agreement shall govern.

SECTION 5. Counterparts. This IP Security Agreement may be executed by one or more of the parties to this IP Security Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 6. GOVERNING LAW. THIS IP SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

SECTION 7. Severability. Any provision of this IP Security Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Canadian Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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.

3-2

SECTION 8. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to Canadian Grantor shall be given to it in care of Associated Materials, LLC, a Delaware limited liability company (the “Company”), at the Company’s address set forth in Section 13.2 of the Credit Agreement.

SECTION 9. Expenses. Canadian Grantor agrees to reimburse the Canadian Collateral Agent for its reasonable and documented out-of-pocket expenses in connection with this IP Security Agreement, including the reasonable and documented fees, other charges and disbursements of counsel for the Canadian Collateral Agent.

3-3

IN WITNESS WHEREOF, Canadian Grantor and the Canadian Collateral Agent have duly executed this IP Security Agreement as of the day and year first above written.

[NAME OF CANADIAN GRANTOR],
By:
	Name:
	Title:
UBS AG CANADA BRANCH as Canadian Collateral Agent
By:
	Name:
	Title:

3-4

SCHEDULE A TO THE
CANADIAN INTELLECTUAL PROPERTY
SECURITY AGREEMENT

CANADIAN TRADEMARKS/CANADIAN PATENTS/
CANADIAN COPYRIGHTS]

EX-10.6

Exhibit 10.6

EXECUTION COPY

CANADIAN PLEDGE AGREEMENT

CANADIAN PLEDGE AGREEMENT, dated as of October 13, 2010 (this “Agreement”), by ASSOCIATED MATERIALS CANADA LIMITED (“Associated”), an Ontario Corporation, GENTEK CANADA HOLDINGS LIMITED (“Gentek”), an Ontario Corporation and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP, an Ontario limited partnership, by its general partner, Gentek (“LP”), each of the subsidiaries listed on Schedule 1 hereto (each such subsidiary, individually, a “Canadian Subsidiary Pledgor” and, collectively, the “Canadian Subsidiary Pledgors”; and, together with Associated, Gentek and LP, the “Canadian Pledgors”), and UBS AG CANADA BRANCH, as Canadian Collateral Agent for the Secured Parties (as defined below) (in such capacity, together with its successors in such capacity, the “Canadian Collateral Agent”).

W I T N E S S E T H:

WHEREAS, (1) CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“Holdings”), the US Borrowers and the Canadian Borrowers (collectively, the “Borrowers”) have entered into a Revolving Credit Agreement, dated as of October 13, 2010 (the “Credit Agreement”), with the banks, financial institutions and other institutional lenders and investors from time to time parties thereto (each individually a “Lender” and collectively, the “Lenders”), UBS AG, STAMFORD BRANCH, as US Administrative Agent, US Collateral Agent, and a US Letter of Credit Issuer and a Canadian Letter of Credit Issuer, UBS AG CANADA BRANCH, as Canadian Administrative Agent and Canadian Collateral Agent, WELLS FARGO CAPITAL FINANCE, LLC, as Co-Collateral Agent, DEUTSCHE BANK AG NEW YORK BRANCH, as a US Letter of Credit Issuer, DEUTSCHE BANK AG CANADA BRANCH, as a Canadian Letter of Credit Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION as a US Letter of Credit Issuer and a Canadian Letter of Credit Issuer and UBS LOAN FINANCE LLC, as Swingline Lender, pursuant to which the Canadian Lenders have severally agreed to make loans to the Borrowers and the Letter of Credit Issuers have agreed to issue letters of credit for the account of the Borrowers upon the terms and subject to the conditions set forth therein, (2) one or more Cash Management Banks may from time to time provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and (3) one or more Hedge Banks may from time to time enter into Secured Hedging Agreements with any Credit Party (clauses (1), (2) and (3) collectively, the “Extensions of Credit”);

WHEREAS, pursuant to the Canadian Guarantee, dated as of October 13, 2010 (the “Canadian Guarantee”), each of the Canadian Pledgors (other than in respect of their own obligations) and their subsidiaries party thereto have agreed to guarantee to the Canadian Collateral Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Canadian Obligations;

WHEREAS, each Canadian Pledgor acknowledges that it will derive substantial direct and indirect benefit from the making of the Extensions of Credit and have agreed to secure their obligations with respect thereto pursuant to this Agreement;

WHEREAS, it is a condition precedent to the obligations of the Canadian Lenders and Canadian the Letter of Credit Issuers to make their respective Extensions of Credit to the Canadian Borrowers under the Credit Agreement that the Canadian Pledgors shall have executed and delivered this Agreement to the Canadian Collateral Agent for the benefit of the Secured Parties; and

WHEREAS, (1) the Canadian Pledgors are the legal and beneficial owners of the Capital Stock described in Schedule 2 and issued by the entities named therein (such Capital Stock, together with all other Capital Stock required to be pledged pursuant to Section 9.11 of the Credit Agreement (the “After-acquired Shares”), are referred to collectively herein as the “Pledged Shares”), and (2) each of the Canadian Pledgors is the legal and beneficial owner of the promissory notes, chattel paper and instruments evidencing Indebtedness owed to it described in Schedule 2 and issued by the entities named therein (such notes and instruments, together with any other Indebtedness owed to any Canadian Pledgor hereafter and required to be pledged pursuant to Section 9.11(a) of the Credit Agreement (the “After-acquired Debt”), are referred to collectively herein as the “Pledged Debt”), in each case as such schedule may be amended pursuant to Section 9.11(a) of the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and to induce the Agents and the Canadian Lenders and the Canadian Letter of Credit Issuers to enter into the Credit Agreement and to induce the Canadian Lenders and the Canadian Letter of Credit Issuers to make their respective Extensions of Credit to the Canadian Borrowers under the Credit Agreement, to induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and to induce one or more Hedge Banks to enter into Secured Hedging Agreements with each Credit Party, the Canadian Pledgors hereby agree with the Canadian Collateral Agent, for the benefit of the Secured Parties, as follows:

1. Defined Terms.

(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein (including terms used in the preamble and the recitals) shall have the meanings given to them in the Credit Agreement and all terms defined in the PPSA from time to time in effect or in the Securities Transfer Act (Ontario) from time to time in effect (together with any regulations thereunder, the “STA”) and not defined herein or in the Credit Agreement shall have the meanings specified therein. References to sections of the PPSA or the STA shall be construed to also refer to any successor sections.

(b) The rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6 and 1.7 of the Credit Agreement shall apply to this Agreement, including terms defined in the preamble and recitals hereto.

(c) The following terms shall have the following meanings:

“After-acquired Debt” shall have the meaning assigned to such term in the recitals hereto.

-2-

“After-acquired Shares” shall have the meaning assigned to such term in the recitals hereto.

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Canadian Borrowers” shall have the meaning assigned to the term “Canadian Borrowers” in the Credit Agreement.

“Canadian Collateral Agent” shall have the meaning assigned to such term in the preamble hereto.

“Canadian Guarantee” shall have the meaning assigned to such term in the recitals hereto.

“Canadian Obligations” shall have the meaning assigned to the term “Canadian Obligations” in the Credit Agreement.

“Canadian Pledgors” shall have the meaning assigned to such term in the preamble hereto.

“Canadian Subsidiary Pledgors” shall have the meaning assigned to such term in the preamble hereto.

“Company” shall have the meaning assigned to such term in the preamble hereto.

“Credit Agreement” shall have the meaning assigned to such term in the recitals hereto.

“Extensions of Credit” shall have the meaning assigned to such term in the recitals hereto.

“Lenders” shall have the meaning assigned to such term in the recitals hereto.

“Permitted Liens” shall mean any Lien on the Collateral expressly permitted to be granted pursuant to the Credit Agreement.

“Pledged Debt” shall have the meaning assigned to such term in the recitals hereto.

“Pledged Shares” shall have the meaning assigned to such term in the recitals hereto.

“PPSA” shall mean the Personal Property Security Act (Ontario), the Civil Code of Québec or any other applicable Canadian federal, provincial or territorial statute pertaining to the granting, perfecting, priority or ranking of security interests, liens, hypothecs on personal property, and any successor statutes, together with any regulations thereunder, in each case as in effect from time to time. References to sections of the PPSA shall be construed to also refer to any successor sections.

-3-

“Secured Debt Documents” shall mean, collectively, the Credit Documents, each Secured Cash Management Agreement entered into with a Cash Management Bank and each Secured Hedging Agreement entered into with a Hedge Bank.

“Securities Act” shall have the meaning assigned to such term in Section 12(e).

“Termination Date” shall mean the date on which all Canadian Obligations are paid in full in cash (other than Cash Management Obligations under Secured Cash Management Agreements, Hedging Obligations under Secured Hedging Agreements or contingent indemnification obligations not then due and payable) and the Total Revolving Credit Commitments and all Letters of Credit are terminated (other than Letters of Credit that have been Cash Collateralized in the manner set forth in Section 3.7 of the Credit Agreement following the termination of the Total Revolving Credit Commitments).

(d) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Canadian Pledgor, shall refer to such Canadian Pledgor’s Collateral or the relevant part thereof.

2. Grant of Security. As security for the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of the Canadian Obligations, each Canadian Pledgor hereby transfers, assigns and pledges to the Canadian Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Canadian Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Canadian Pledgor’s right, title and interest in and to all of the following, whether now owned or anytime hereafter acquired or existing (collectively, the “Collateral”):

(a) the Pledged Shares held by such Canadian Pledgor and the certificates, if any, representing such Pledged Shares and any interest of such Canadian Pledgor, including all interests documented in the entries on the books of the issuer of the Pledged Shares or any financial intermediary pertaining to the Pledged Shares and all dividends, cash, warrants, rights, 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 the Pledged Shares; provided that the Pledged Shares under this Agreement shall not include any Excluded Capital Stock;

(b) the Pledged Debt and the instruments evidencing the Pledged Debt owed to such Canadian Pledgor, and all payments of principal or 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 Pledged Debt;

(c) all other property that may be delivered to and held by the Canadian Collateral Agent pursuant to the terms of this Section 2;

-4-

(d) subject to Section 8, all rights and privileges of such Canadian Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and

(e) to the extent not covered by clauses (a), (b), (c) and (d) above, respectively, all proceeds of any or all of the foregoing Collateral. For purposes of this Agreement, the term “proceeds” includes whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guarantee payable to any Canadian Pledgor or the Canadian Collateral Agent from time to time with respect to any of the Collateral.

TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Canadian Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

3. Security for the Canadian Obligations. This Agreement secures the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of, and the performance of, all the Canadian Obligations. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Canadian Obligations and would be owed to the Canadian Collateral Agent or the Secured Parties under the Secured Debt Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving any Canadian Pledgor.

4. Delivery of the Collateral and Filing.

(a) Each Canadian Pledgor represents and warrants that all certificates or instruments, if any, representing or evidencing the Collateral in existence on the date hereof have been delivered to the Canadian Collateral Agent (or its non-fiduciary agent or designee) in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank; provided that in no event shall any certificates, instruments or transfer of stock powers be required with respect to the pledge of any Capital Stock of any Foreign Subsidiary other than a Canadian Subsidiary. All certificates or instruments, if any, representing or evidencing the Collateral acquired or created after the date hereof shall be promptly (but in any event within thirty days after acquisition or creation thereof) delivered to and held by or on behalf of the Canadian Collateral Agent (or its non fiduciary agent or designee) pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank. The Canadian Collateral Agent shall have the right, at any time after the occurrence and during the continuation of an Event of Default and without notice to any Canadian Pledgor (except as otherwise expressly provided herein), to transfer to or to register in the name of the Canadian Collateral Agent or any of its nominees any or all of the Pledged Shares. After the occurrence and during the continuance of an Event of Default, each Canadian Pledgor will promptly give to the Canadian Collateral Agent copies of any notices or other communications received by it with respect to Pledged Shares registered in the name of such Canadian Pledgor. After the occurrence and during the continuance of an Event of Default, the Canadian Collateral Agent shall have the right to exchange the certificates representing Pledged Shares for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each delivery of Collateral (including any After-acquired Shares and After-acquired Debt) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as part of Schedule 2 and made a part hereof; provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supersede any prior schedules so delivered.

-5-

(b) Each Canadian Pledgor hereby irrevocably authorizes the Canadian Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto and renewals thereof that contain the information required by the PPSA for the filing of any financing statement or amendment or renewal. 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 such as “all assets” or “all personal property, whether now owned or hereafter acquired” of such Canadian Pledgor or words of similar effect as being of an equal or lesser scope or with greater detail. Each Canadian Pledgor agrees to provide such information to the Canadian Collateral Agent promptly after any such request. Each Canadian Pledgor agrees to furnish the Canadian Collateral Agent with written notice as required by Section 4.2 of the Canadian Security Agreement.

5. Representations and Warranties. Each Canadian Pledgor represents and warrants to the Canadian Collateral Agent and each other Canadian Secured Party that:

(a) Schedule 2 hereto (i) correctly represents as of the date hereof (A) the issuer, the issuer’s jurisdiction of formation, the certificate number, if any, the Canadian Pledgor and the record and beneficial owner, the number and class and the percentage of the issued and outstanding Capital Stock of such class of all Pledged Shares and (B) the issuer, the issuer’s jurisdiction, the initial principal amount, the Canadian Pledgor and holder, date of issuance and maturity date of all Pledged Debt and (ii) together with the comparable schedule to each supplement hereto, includes, all Capital Stock, debt securities and promissory notes required to be pledged pursuant to Section 9.11 of the Credit Agreement and Section 9(b) hereof. Except as set forth on Schedule 2 and except for Excluded Capital Stock, the Pledged Shares represent all of the issued and outstanding Capital Stock of each class of Capital Stock in the issuer on the date hereof.

(b) Such Canadian Pledgor is the legal and beneficial owner of the Collateral pledged or assigned by such Canadian Pledgor hereunder free and clear of any Lien, except for the Liens created by this Agreement and the Credit Documents.

(c) As of the date of this Agreement, the Pledged Shares pledged by such Canadian Pledgor hereunder have been duly authorized and validly issued and, in the case of Pledged Shares issued by a corporation, are fully paid and non-assessable.

-6-

(d) Except for restrictions and limitations imposed by the Credit Documents or securities laws generally and except as described in the Perfection Certificate, the Collateral is freely transferable and assignable, and none of the Collateral is subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Canadian Collateral Agent of rights and remedies hereunder.

(e) No consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect).

(f) The execution and delivery by such Canadian Pledgor of this Agreement and the pledge of the Collateral pledged by such Canadian Pledgor hereunder pursuant hereto create a valid and enforceable security interest in such Collateral and (i) in the case of certificates or instruments representing or evidencing the Collateral, upon the earlier of (x) delivery of such Collateral and any necessary endorsements to the extent necessary to the Canadian Collateral Agent (or its non fiduciary agent or designee) in accordance with this Agreement and (y) the filing of financing statements naming each Canadian Pledgor as ‘debtor” and the Canadian Collateral Agent as “secured party” (in the applicable filing offices, and (ii) in the case of all other Collateral which is capable of being perfected by the filing of financing statements upon the filing of financing statements naming each Canadian Pledgor as “debtor” and the Canadian Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, shall create a perfected first priority security interest in such Collateral, securing the payment of the Canadian Obligations, in favor of the Canadian Collateral Agent, for the benefit of the Secured Parties, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

(g) The pledge effected hereby is effective to vest in the Canadian Collateral Agent, for the benefit of the Secured Parties, the rights of the Canadian Collateral Agent in the Collateral as set forth herein.

(h) Such Canadian Pledgor has full power, authority and legal right to pledge all the Collateral pledged by such Canadian Pledgor pursuant to this Agreement and this Agreement constitutes a legal, valid and binding obligation of such Canadian Pledgor (in the case of the Capital Stock of Foreign Subsidiaries, to the extent the creation of such security interest in the Capital Stock of Foreign Subsidiaries other than a Subsidiary that is organized under the Applicable Laws of a jurisdiction in Canada is governed by the PPSA), enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

(i) None of the Canadian Pledgors have any Subsidiaries as of the Closing Date and the only partnership interests of any Canadian Pledgor as of the Closing Date are listed on Schedule 2.

-7-

(j) The Pledged Debt constitutes all of the outstanding Indebtedness for money borrowed owed to such Canadian Pledgor as of the Closing Date and required to be pledged hereunder or pursuant to Sections 6.2 and 9.11(a) of the Credit Agreement. Such Pledged Debt that constitutes intercompany Indebtedness has been duly authorized, authenticated or issued and delivered, is the legal, valid and binding obligation of the issuers thereof, is evidenced by a Canadian Intercompany Note (which note has been delivered to the Canadian Collateral Agent (or is non fiduciary agent or designee)) and, as of the date of this Agreement, is not in default.

6. Certification of Limited Partnership Interests and Pledged Debt.

(a) Unless otherwise consented to by the Canadian Collateral Agent, Capital Stock required to be pledged hereunder in any Subsidiary that is organized as a limited partnership and pledged hereunder shall either (i) be represented by a certificate, and in the Organizational Documents of such Subsidiary the applicable Canadian Pledgor shall cause the issuer of such interests to elect to treat such interests as a “security” within the meaning of the STA of its jurisdiction of organization or formation, as applicable, by including in its organizational documents language substantially similar to the following and, accordingly, such interests shall be governed by the STA:

“The [limited partnership] hereby irrevocably elects that all [limited partnership] interests in the [limited partnership] shall be securities governed by the STA of [jurisdiction of organization or formation, as applicable]. Each certificate evidencing [limited partnership] interests in the [limited partnership] shall be deemed to bear the following legend: “This certificate evidences an interest in [name of [limited partnership]] and shall be a security for purposes of the STA.” No change to this provision shall be effective until all outstanding certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.”

or (ii) not have elected to be treated as a “security” within the meaning of the STA and shall not be represented by a certificate.

(b) Subject to the limitations set forth herein and in Section 9.11 of the Credit Agreement, each Canadian Pledgor will cause any Indebtedness (i) for borrowed money (other than intercompany Indebtedness) having an aggregate principal amount in excess of $5,000,000 (individually) owed to it and required to be pledged and delivered pursuant to the terms hereof and the Credit Agreement to be evidenced by a duly executed promissory note, which shall be accompanied by instruments of transfer with respect thereto endorsed in blank, that is pledged and delivered to the Canadian Collateral Agent (or its non fiduciary agent or designee) pursuant to the terms hereof and (ii) of each Borrower and each of its Restricted Subsidiaries that is owing to any Canadian Pledgor to be evidenced by the Canadian Intercompany Note, which shall be accompanied by instruments of transfer with respect thereto endorsed in blank, that is pledged and delivered to the Canadian Collateral Agent (or its non-fiduciary agent or designee) pursuant to the terms hereof.

-8-

7. Further Assurances. Subject to any limitations set forth in the Credit Documents, each Canadian Pledgor agrees that at any time and from time to time, at the expense of such Canadian Pledgor, it will execute or otherwise authorize the filing of any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements deeds of trust and other documents), which may be required under any Applicable Law, or which the Canadian Collateral Agent may reasonably request, in order (x) to perfect and protect any pledge, assignment or security interest granted or purported to be granted hereby (including the priority thereof) or (y) to enable the Canadian Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral.

8. Voting Rights; Dividends and Distributions; Etc.

(a) So long as no Event of Default shall have occurred and be continuing:

(i) Each Canadian Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not prohibited by the terms of this Agreement or the other Secured Debt Documents; provided that such voting and other rights shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Shares or the rights and remedies of any of the Canadian Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Credit Document or the ability of the Secured Parties to exercise the same.

(ii) The Canadian Collateral Agent shall execute and deliver (or cause to be executed and delivered) to each Canadian Pledgor all such proxies and other instruments as such Canadian Pledgor may reasonably request for the purpose of enabling such Canadian Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above.

(b) Subject to paragraph (c) below, each Canadian Pledgor shall be entitled to receive and retain and use, free and clear of the Lien of this Agreement, any and all dividends, distributions, redemptions, principal and interest made or paid in respect of the Collateral to the extent not prohibited by any Secured Debt Document; provided, however, that any and all noncash dividends, interest, principal or other distributions that would constitute Pledged Shares or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Capital Stock of the issuer of any Pledged Shares or received in exchange for Pledged Shares or Pledged Debt or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, amalgamation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be, and shall be forthwith delivered to the Canadian Collateral Agent to hold as, Collateral and shall, if received by such Canadian Pledgor, be received in trust for the benefit of the Canadian Collateral Agent, be segregated from the other property or funds of such Canadian Pledgor and be forthwith delivered to the Canadian Collateral Agent as Collateral in the same form as so received (with any necessary endorsement).

-9-

(c) Upon written notice to the Canadian Pledgors by the Canadian Collateral Agent following the occurrence and during the continuation of an Event of Default:

(i) all rights of such Canadian Pledgor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 8(a)(i) shall cease, and all such rights shall thereupon become vested in the Canadian Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights during the continuation of such Event of Default; provided that, unless otherwise directed by the Required Lenders, the Canadian Collateral Agent shall have the right from time to time following the occurrence and during the continuation of an Event of Default to permit the Canadian Pledgors to exercise such rights. After all Events of Default have been cured or waived or otherwise cease to be continuing and the Company has delivered to the Canadian Collateral Agent a certificate to that effect, each Canadian Pledgor will have the right to exercise the voting and consensual rights that such Canadian Pledgor would otherwise be entitled to exercise pursuant to the terms of Section 8(a)(i) (and the obligations of the Canadian Collateral Agent under Section 8(a)(ii) shall be reinstated);

(ii) all rights of such Canadian Pledgor to receive the dividends, distributions and principal and interest payments that such Canadian Pledgor would otherwise be authorized to receive and retain pursuant to Section 8(b) shall cease, and all such rights shall thereupon become vested in the Canadian Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, distributions and principal and interest payments during the continuation of such Event of Default. After all Events of Default have been cured or waived or otherwise cease to be continuing and the Company has delivered to the Canadian Collateral Agent a certificate to that effect, the Canadian Collateral Agent shall repay to each Canadian Pledgor (without interest) and each Canadian Pledgor shall be entitled to receive, retain and use all dividends, distributions and principal and interest payments that such Canadian Pledgor would otherwise be permitted to receive, retain and use pursuant to the terms of Section 8(b);

(iii) all dividends, distributions and principal and interest payments that are received by such Canadian Pledgor contrary to the provisions of Section 8(b) shall be received in trust for the benefit of the Canadian Collateral Agent, shall be segregated from other property or funds of such Canadian Pledgor and shall forthwith be delivered to the Canadian Collateral Agent as Collateral in the same form as so received (with any necessary endorsements); and

(iv) in order to permit the Canadian Collateral Agent to receive all dividends, distributions and principal and interest payments to which it may be entitled under Section 8(b) above, to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 8(c)(i), and to receive all dividends, distributions and principal and interest payments that it may be entitled to under Sections 8(c)(ii) and (c)(iii), such Canadian Pledgor shall from time to time execute and deliver to the Canadian Collateral Agent, appropriate proxies, dividend payment orders and other instruments as the Canadian Collateral Agent may reasonably request.

-10-

(d) Any notice given by the Canadian Collateral Agent to the Canadian Pledgors suspending their rights under paragraph (c) of this Section 8 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Canadian Pledgors at the same or different times and (iii) may suspend the rights of the Canadian Pledgors under paragraph (a)(i) or paragraph (b) of this Section 9 in part without suspending all such rights (as specified by the Canadian Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Canadian Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

9. Transfers and Other Liens; Additional Collateral; Etc. Each Canadian Pledgor shall:

(a) not (i) except as expressly permitted by the Credit Agreement (including pursuant to waivers and consents thereunder), sell or otherwise Dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Agreement and the other Security Documents; provided that in the event such Canadian Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement (including pursuant to waivers and consents thereunder) and such assets are or include any of the Collateral, the Canadian Collateral Agent shall release such Collateral to such Canadian Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale in accordance with Section 13.17 of the Credit Agreement and with Section 14 hereof;

(b) pledge and, if applicable, cause each Domestic Subsidiary required to become a party hereto to pledge, to the Canadian Collateral Agent for the benefit of the Secured Parties, immediately upon acquisition thereof, all After-acquired Shares and After-acquired Debt required to be pledged pursuant to Section 9.11(a) of the Credit Agreement, in each case pursuant to a supplement to this Agreement substantially in the form of Annex A hereto or such other form reasonably satisfactory to the Canadian Collateral Agent (it being understood that the execution and delivery of such a supplement shall not require the consent of any Canadian Pledgor hereunder and that the rights and obligations of each Canadian Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Canadian Subsidiary Pledgor as a party to this Agreement); and

(c) defend its and the Canadian Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than the Lien created by this Agreement), however arising, and any and all Persons whomsoever and, subject to Section 13.17 of the Credit Agreement and Section 14 hereof, to maintain and preserve the Lien and security interest created by this Agreement until the Termination Date.

10. Canadian Collateral Agent Appointed Attorney-in-Fact. Each Canadian Pledgor hereby appoints, which appointment is irrevocable and coupled with an interest, the Canadian Collateral Agent as such Canadian Pledgor’s attorney-in-fact, with full authority in the place and stead of such Canadian Pledgor and in the name of such Canadian Pledgor or otherwise, to take any action and to execute any instrument, in each case after the occurrence and during the continuation of an Event of Default, that the Canadian Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including to receive, endorse and collect all instruments made payable to such Canadian Pledgor representing any dividend, distribution or principal or interest payment in respect of the Collateral or any part thereof and to give full discharge for the same.

-11-

11. The Canadian Collateral Agent’s Duties. The powers conferred on the Canadian Collateral Agent 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 safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Canadian Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Shares, whether or not the Canadian Collateral Agent or any other Canadian Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Canadian Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Canadian Collateral Agent accords its own property.

12. Remedies. If any Event of Default shall have occurred and be continuing:

(a) The Canadian Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the PPSA, any other statute or otherwise at law or in equity and also may without notice, except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange broker’s board or at any of the Canadian Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such price or prices and upon such other terms as the Canadian Collateral Agent may deem commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral. The Canadian Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Canadian Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Canadian Pledgor, and each Canadian Pledgor hereby waives (to the extent permitted by Applicable Law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Canadian Collateral Agent or any other Canadian Secured Party shall have the right upon any such public sale, and, to the extent permitted by Applicable Law, upon any such private sale, to purchase all or any part of the Collateral so sold, and the Canadian Collateral Agent or such other Canadian Secured Party may, subject to (x) the satisfaction in full of all payments due pursuant to Section 12(b)(i) and (y) the ratable satisfaction of the Canadian Obligations in accordance

-12-

with Section 12(b), pay the purchase price by crediting the amount thereof against the Canadian Obligations. Each Canadian Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Canadian Pledgor 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 Canadian Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Canadian Collateral 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. To the extent permitted by Applicable Law, each Canadian Pledgor hereby waives any claim against the Canadian Collateral 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 that might have been obtained at a public sale, even if the Canadian Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. As an alternative to exercising the power of sale herein conferred upon it, the Canadian Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

(b) The Canadian Collateral Agent shall apply the proceeds of any collection or sale of the Collateral at any time after receipt in accordance with the priority set forth in Section 5.4 of the Canadian Security Agreement;

Upon any sale of the Collateral by the Canadian Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Canadian Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Canadian Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

(c) The Canadian Collateral Agent may exercise any and all rights and remedies of each Canadian Pledgor in respect of the Collateral.

(d) All payments received by any Canadian Pledgor after the occurrence and during the continuation of an Event of Default in respect of the Collateral shall be received in trust for the benefit of the Canadian Collateral Agent, shall be segregated from other property or funds of such Canadian Pledgor and shall be forthwith delivered to the Canadian Collateral Agent (or its non fiduciary agent or designee) as Collateral in the same form as so received (with any necessary endorsement).

(e) If the Canadian Collateral Agent shall determine to exercise its right to sell all or any of the Pledged Shares pursuant to this Section 12, each Canadian Pledgor recognizes that the Canadian Collateral Agent may be unable to effect a public sale of any or all of the Pledged Shares, by reason of certain prohibitions contained in the Securities Act of any applicable Canadian jurisdiction, as from time to time amended (a “Securities Act”) or otherwise, and may be compelled to resort to one or more

-13-

private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Canadian Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Canadian Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer thereof to register such securities for public sale under any such Securities Act, or under other applicable laws, even if such issuer would agree to do so.

(f) If the Canadian Collateral Agent determines to exercise its right to sell any or all of the Collateral, upon written request, each Canadian Pledgor shall, from time to time, furnish to the Canadian Collateral Agent all such information as the Canadian Collateral Agent may request in order to determine the number of shares and other instruments included in the Collateral which may be sold by the Canadian Collateral Agent as exempt transactions under a Securities Act, as the same are from time to time in effect.

(g) The Canadian Collateral Agent may seek the appointment of a receiver, receiver-manager or keeper (a “Receiver”) under the laws of Canada or any Province thereof to take possession of all or any portion of the Collateral of the Canadian Pledgor or to operate same and, to the maximum extent permitted by law, may seek the appointment of such a receiver without the requirement of prior notice or a hearing. Any such Receiver shall, so far as concerns responsibility for his/her acts, be deemed agent of the Canadian Pledgor and not the Canadian Collateral Agent and the Secured Parties, and the Canadian Collateral Agent and the Secured Parties shall not be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver, his/her servants or employees other than for gross negligence or wilful misconduct. Subject to the provisions of the instrument appointing him/her, any such Receiver shall have power to take possession of Collateral of the Canadian Pledgor, to preserve Collateral of the Canadian Pledgor or its value, to carry on or concur in carrying on all or any part of the business of the Canadian Pledgor and to sell, lease, license or otherwise dispose of or concur in selling, leasing, licensing or otherwise disposing of Collateral of the Canadian Pledgor. To facilitate the forgoing powers, any such Receiver may, to the exclusion of all others, including the Canadian Pledgor, enter upon, use and occupy all premises owned or occupied by the Canadian Pledgor wherein Collateral of the Canadian Pledgor may be situated, maintain Collateral of the Canadian Pledgor upon such premises, borrow money on its own behalf or on behalf of the Secured Parties on a secured or unsecured basis and use Collateral of the Canadian Pledgor directly in carrying on the Canadian Pledgor’s business or as security for loans or advances to enable the Receiver to carry on the Canadian Pledgor’s business or otherwise, as such Receiver shall, in its discretion, determine. Except as may be otherwise directed by Agent, all money received from time to time by such Receiver in carrying out his/her appointment shall be received in trust for and paid over to Agent. Every such Receiver may, in the discretion of the Canadian Collateral Agent, be vested with all or any of the rights and powers of the Canadian Collateral Agent and the Secured Parties. The Canadian Collateral Agent may, either directly or through its nominees, exercise any or all powers and rights given to a receiver by virtue of the foregoing provisions of this paragraph.

-14-

13. Amendments, etc. with Respect to the Canadian Obligations; Waiver of Rights. Except for the termination of a Canadian Pledgor’s Canadian Obligations hereunder as expressly provided in Section 14, each Canadian Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Canadian Pledgor and without notice to or further assent by any Canadian Pledgor, (a) any demand for payment of any of the Canadian Obligations made by the Canadian Collateral Agent or any other Canadian Secured Party may be rescinded by such party and any of the Canadian Obligations continued, (b) the Canadian Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Canadian Collateral Agent or any other Canadian Secured Party, (c) the Secured Debt Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the terms of the applicable Secured Debt Document, and (d) any collateral security, guarantee or right of offset at any time held by the Canadian Collateral Agent or any other Canadian Secured Party for the payment of the Canadian Obligations may be sold, exchanged, waived, surrendered or released. Neither the Canadian Collateral Agent nor any other Canadian Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Canadian Obligations or for this Agreement or any property subject thereto. When making any demand hereunder against any Canadian Pledgor, the Canadian Collateral Agent or any other Canadian Secured Party may, but shall be under no obligation to, make a similar demand on the Canadian Borrowers (to the extent such demand is in respect of any Canadian Obligations owing by the Canadian Borrowers) or any other Canadian Pledgor or pledgor, and any failure by the Canadian Collateral Agent or any other Canadian Secured Party to make any such demand or to collect any payments from the Canadian Borrowers or any other Canadian Pledgor or pledgor or any release of the Canadian Borrowers or any other Canadian Pledgor or pledgor shall not relieve any Canadian Pledgor in respect of which a demand or collection is not made or any Canadian Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Canadian Collateral Agent or any other Canadian Secured Party against any Canadian Pledgor. For the purposes hereof “demand” shall include the commencement and continuation of any legal proceedings.

14. Continuing Security Interest; Assignments Under the Secured Debt Documents; Release.

(a) This Agreement and the security interest granted hereunder shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Canadian Pledgor and the successors and assigns thereof, and shall inure to the benefit of the Canadian Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns, until the Termination Date, notwithstanding that from time to time prior to the Termination Date the Canadian Pledgors may be free from any Canadian Obligations.

-15-

(b) A Canadian Subsidiary Pledgor shall automatically be released from its obligations hereunder and the pledge of such Canadian Subsidiary Pledgor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Canadian Subsidiary Pledgor ceases to be a Restricted Foreign Subsidiary of the Canadian Borrowers or otherwise becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of such consent did not provide otherwise.

(c) The obligations created hereby of any Canadian Pledgor with respect to the Collateral shall be automatically released and such Collateral sold free and clear of the Lien and security interests created hereby upon any Disposition by such Canadian Pledgor of any Collateral that is (i) permitted under the Credit Agreement (other than to the Company or any Canadian Subsidiary Pledgor) or, (ii) upon the effectiveness of any written consent to the release of the security interests granted hereby in any Collateral pursuant to Section 13.1 of the Credit Agreement.

(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Canadian Collateral Agent shall execute and deliver to any Canadian Pledgor or authorize the filing of, at such Canadian Pledgor’s expense, all documents that such Canadian Pledgor shall reasonably request to evidence such termination or release provided, however, that with respect to the release of any item of Collateral pursuant to Section 14(c)(i) in connection with any request of evidence of termination or release made of the Canadian Collateral Agent, the Canadian Collateral Agent may request that Canadian US Pledgor deliver a certificate of an Authorized Officer to the effect that the sale or transfer transaction is in compliance with the Credit Documents. Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or warranty by the Canadian Collateral Agent.

15. Reinstatement. This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Canadian Obligations is rescinded or must otherwise be restored or returned by the Canadian Collateral Agent or any other Canadian Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of either Canadian Borrower or any other Canadian Pledgor, or upon or as a result of the appointment of a receiver, intervenor receiver and manager, or conservator of, or trustee or similar officer for, the Canadian Borrowers or any other Canadian Pledgor or any substantial part of its property, or otherwise, all as though such payments had not been made.

16. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to any Canadian Subsidiary Pledgor shall be given to it in care of the Company at the Company’s address set forth in Section 13.2 of the Credit Agreement.

17. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “pdf” or “tif” file)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Canadian Collateral Agent and the Company.

-16-

18. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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.

19. Integration. This Agreement represents the agreement of each of the Canadian Pledgors with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the Canadian Collateral Agent or any other Canadian Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Secured Debt Documents.

20. Amendments in Writing; No Waiver; Cumulative Remedies.

(a) None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Canadian Pledgor(s) and the Canadian Collateral Agent in accordance with Section 13.1 of the Credit Agreement.

(b) Neither the Canadian Collateral Agent nor any other Canadian Secured Party shall by any act (except by a written instrument pursuant to Section 20(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Canadian Collateral Agent or any other Canadian Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Canadian Collateral Agent or any other Canadian Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Canadian Collateral Agent or such other Canadian Secured Party would otherwise have on any future occasion.

(c) The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

21. Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

-17-

22. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no Canadian Pledgor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Canadian Collateral Agent, except pursuant to a transaction expressly permitted by the Credit Agreement.

23. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

24. Submission to Jurisdiction; Waivers. Each of the Canadian Pledgors hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement, and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of a court of competent jurisdiction in the Province of Ontario;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Canadian Pledgor at its address referred to in Section 16 or at such other address of which the Canadian Collateral Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right of the Canadian Collateral Agent or any other Canadian Secured Party to effect service of process in any other manner permitted by law or shall limit the right of the Canadian Collateral Agent or any other Canadian Secured Party to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 24 any special, exemplary, punitive or consequential damages.

25. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

[Remainder of page intentionally left blank]

-18-

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

ASSOCIATED MATERIALS CANADA LIMITED, as a Canadian Pledgor
By:	/s/ David S. Brown
	Name:	David S. Brown
	Title:	President, Secretary
GENTEK CANADA HOLDINGS LIMITED, as a Canadian Pledgor
By:
	Name:
	Title:

[Canadian Pledge Agreement]

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

ASSOCIATED MATERIALS CANADA LIMITED, as a Canadian Pledgor
By:
	Name:
	Title:
GENTEK CANADA HOLDINGS LIMITED, as a Canadian Pledgor
By:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT

[Canadian Pledge Agreement]

GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP, by its general partner GENTEK CANADA HOLDINGS LIMITED, as a Canadian Pledgor
By:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT

[Canadian Pledge Agreement]

UBS AG CANADA BRANCH, as Canadian Collateral Agent
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director Banking Products Services. US
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director Banking Products Services. US

[Canadian Pledge Agreement]

SCHEDULE 1
TO THE CANADIAN
PLEDGE AGREEMENT

CANADIAN SUBSIDIARY PLEDGORS

SCHEDULE 2
TO THE CANADIAN
PLEDGE AGREEMENT

PLEDGED SHARES AND PLEDGED DEBT

Pledged Shares¹

		Issuer’s	Class of	Certificate				Percentage of
		jurisdiction	Equity	No(s), if		Number of		Issued and
Pledgor	Issuer	of formation	Interest	any		Units		Outstanding Units
Gentek Canada Holdings Limited	Gentek Building Products Limited Partnership	Ontario	Partnership Unit		1		1		0.1	%
Associated Materials Canada Limited	Gentek Building Products Limited Partnership	Ontario	Partnership Unit		2		1		0.1	%
Associated Materials Canada Limited	Gentek Building Products Limited Partnership	Ontario	Partnership Unit		3		998		99.8	%

Pledged Debt

		Issuer’s	Initial
		jurisdiction	Principle		Date of	Maturity
Pledgor	Issuer	of formation	Amount		Issuance	Date
Gentek Building Products Limited Partnership	Gentek Building Products, Inc.	Delaware	$	44,500,000	October 13, 2010	Termination Date

¹ The Pledged Shares of the Canadian Pledgors included in this Schedule 2 represent unit certificates outstanding as of the date hereof. However, immediately after the Closing (as defined in the Credit Agreement) these outstanding unit certificates will be cancelled (on account of being lost) and subsequently reissued with replacement share certificates within the time period required by Schedule 9.17 to the Credit Agreement.

ANNEX A
TO THE
CANADIAN PLEDGE AGREEMENT

SUPPLEMENT NO. [_____], dated as of [                                        ] (this “Supplement), to the Canadian Pledge Agreement dated as of October 13, 2010 (the “Canadian Pledge Agreement”), by ASSOCIATED MATERIALS CANADA LIMITED (“Associated”), an Ontario Corporation, GENTEK CANADA HOLDINGS LIMITED (“Gentek”), an Ontario Corporation and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP, an Ontario limited partnership, by its general partner, Gentek (“LP”), each of the subsidiaries listed on Schedule 1 thereto (each such subsidiary, individually, a “Canadian Subsidiary Pledgor” and, collectively the “Canadian Subsidiary Pledgors”; and, together with Associated, Gentek and LP, the “Canadian Pledgors”), and UBS AG CANADA BRANCH, as Canadian Collateral Agent for the Secured Parties (as defined below) (in such capacity, together with its successors in such capacity, the “Canadian Collateral Agent”).

A. Reference is made to (a) Revolving Credit Agreement, dated as of October 13, 2010 (the “Credit Agreement”), among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation, the US Borrowers, the Canadian Borrowers, the bank, financial institutions and other institutional lenders and investors (each individually a “Lender” and, collectively, the “Lenders”), UBS AG, STAMFORD BRANCH, as US Administrative Agent, US Collateral Agent, and a US Letter of Credit Issuer and a Canadian Letter of Credit Issuer, UBS AG CANADA BRANCH, as Canadian Administrative Agent and Canadian Collateral Agent, WELLS FARGO CAPITAL FINANCE, LLC, as Co-Collateral Agent, DEUTSCHE BANK AG NEW YORK BRANCH, as a US Letter of Credit Issuer, DEUTSCHE BANK AG CANADA BRANCH, as a Canadian Letter of Credit Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION as a US Letter of Credit Issuer and a Canadian Letter of Credit Issuer and UBS LOAN FINANCE LLC, as Swingline Lender, and (b) the Canadian Guarantee, dated as of October 13, 2010 (the “Canadian Guarantee”), among the Canadian guarantors party thereto and the Canadian Collateral Agent.

B. Capitalized terms used herein and not otherwise defined herein (including in the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Canadian Pledge Agreement. The rules of construction and the interpretive provisions specified in Section 1(b) of the Canadian Pledge Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. The Canadian Pledgors have entered into the Canadian Pledge Agreement in order to induce the Agents and the Canadian Lenders and the Canadian Letter of Credit Issuers to enter into the Credit Agreement and to (a) induce the Canadian Lenders and the Canadian Letter of Credit Issuers to make their respective Extensions of Credit to the Canadian Borrowers under the Credit Agreement, (b) induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party or a Restricted Subsidiary and (c) to induce one or more Hedge Banks to enter into Secured Hedging Agreements with each Credit Party or a Restricted Subsidiary.

A-1

D. The undersigned Canadian Pledgor (each, an “Additional Canadian Pledgor”) is (a) the legal and beneficial owner of the Capital Stock described under Schedule 1 hereto and issued by the entities named therein (such pledged Capital Stock, together with all other Capital Stock required to be pledged under the Pledge Agreement (the “After-acquired Additional Pledged Shares”), referred to collectively herein as the “Additional Pledged Shares”) and (b) the legal and beneficial owner of the promissory notes and instruments evidencing Indebtedness owed to it (the “Additional Pledged Debt”) described under Schedule 1 hereto.

E. Section 9.11(a) of the Credit Agreement and Section 9(b) of the Canadian Pledge Agreement provides that additional Subsidiaries of the [Company] Canadian Borrower may become Canadian Subsidiary Pledgors under the Canadian Pledge Agreement by execution and delivery of an instrument in the form of this Supplement. Each undersigned Additional Canadian Pledgor is executing this Supplement in accordance with the requirements of Section 9(b) of the Canadian Pledge Agreement to pledge to the Canadian Collateral Agent, for the benefit of the Secured Parties, the Additional Pledged Shares and the Additional Pledged Debt [and to become a Canadian Subsidiary Pledgor under the Canadian Pledge Agreement] in order to induce the Canadian Lenders and the [Canadian] Letter of Credit Issuers to make additional extensions of credit to the Borrowers under the Credit Agreement, to induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and to induce one or more Hedge Banks to enter into Secured Hedging Agreements with any Credit Party and as consideration for extensions of credit previously made, Cash Management Services previously provided, and Secured Hedging Agreements previously entered into.

Accordingly, the Canadian Collateral Agent and each undersigned Additional Canadian Pledgor agree as follows:

SECTION 1. In accordance with Section 9(b) of the Canadian Pledge Agreement, each Additional Canadian Pledgor by its signature below hereby transfers, assigns and pledges to the Canadian Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Canadian Collateral Agent, for the benefit of the Secured Parties, a security interest in and to all of such Additional Canadian Pledgor’s right, title and interest in the following, whether now owned or anytime hereafter acquired or existing (collectively, the “Additional Collateral”):

(a) the Additional Pledged Shares held by such Additional Canadian Pledgor and the certificates, if any, representing such Additional Pledged Shares and any interest of such Additional Canadian Pledgor, including all interests documented in the entries on the books of the issuer of the Additional Pledged Shares or any financial intermediary pertaining to the Additional Pledged Shares and all dividends, cash, warrants, rights, 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 the Additional Pledged Shares; provided that the Additional Pledged Shares under this Supplement shall not include any Excluded Capital Stock;

(b) the Additional Pledged Debt and the instruments evidencing the Additional Pledged Debt owed to such Additional Canadian Pledgor, and all payments of principal or 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 Additional Pledged Debt;

A-2

(c) all other property that may be delivered to and held by the Canadian Collateral Agent pursuant to the terms of this Section 1;

(d) subject to Section 8 of the Canadian Pledge Agreement, all rights and privileges of such Canadian Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and

(e) to the extent not covered by clauses (a), (b), (c) and (d) above, respectively, all proceeds of any or all of the foregoing Additional Collateral. For purposes of this Supplement, the term “proceeds” includes whatever is receivable or received when Additional Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guarantee payable to any Additional Canadian Pledgor or the Canadian Collateral Agent from time to time with respect to any of the Additional Collateral.

TO HAVE AND TO HOLD the Additional Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Canadian Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

For purposes of the Canadian Pledge Agreement, (x) the Collateral shall be deemed to include the Additional Collateral and (y) the After-acquired Pledged Shares shall be deemed to include the Additional After-acquired Pledge Shares.

[SECTION 2. Each Additional Canadian Pledgor by its signature below becomes a Canadian Pledgor under the Canadian Pledge Agreement with the same force and effect as if originally named therein as a Canadian Pledgor and each Additional Canadian Pledgor hereby agrees to all the terms and provisions of the Canadian Pledge Agreement applicable to it as a Canadian Pledgor thereunder. Each reference to a “Canadian Subsidiary Pledgor” or a “Canadian Pledgor” in the Canadian Pledge Agreement shall be deemed to include each Additional Canadian Pledgor. The Canadian Pledge Agreement is hereby incorporated herein by reference.] ²

SECTION [2][3]. Each Additional Canadian Pledgor represents and warrants as follows:

(a) Schedule 1 hereto (i) correctly represents as of the date hereof (A) the issuer, the certificate number, if any, the Additional Canadian Pledgor and the record and beneficial owner, the number and class and the percentage of the issued and outstanding Capital Stock of such class of all Additional Pledged Shares and (B) the issuer, the initial principal amount, the Additional Canadian Pledgor and holder, date of issuance and maturity date of all Additional Pledged Debt and (ii) together with Schedule 2 to the Canadian Pledge Agreement and the comparable schedules to each other Supplement to the Canadian Pledge Agreement, includes all Capital Stock, debt securities and promissory notes required to be pledged pursuant to Section 9.11 of the Credit Agreement and Section 9(b) of the Canadian Pledge Agreement. Except as set forth on Schedule 1 and except for Excluded Capital Stock, the Additional Pledged Shares represent all of the issued and outstanding Capital Stock of each class of Capital Stock in the issuer on the date hereof.

² Include only for Additional Pledgors that are not already signatories to the Canadian Pledge Agreement.

A-3

(b) Such Additional Canadian Pledgor is the legal and beneficial owner of the Additional Collateral pledged or assigned by such Additional Canadian Pledgor hereunder free and clear of any Lien, except for the Liens created by this Supplement to the Canadian Pledge Agreement and Liens created by the Canadian Pledge Agreement.

(c) As of the date of this Supplement, the Additional Pledged Shares pledged by such Additional Canadian Pledgor hereunder have been duly authorized and validly issued and, in the case of Additional Pledged Shares issued by a corporation, are fully paid and non-assessable.

(d) Except for restrictions and limitations imposed by the Credit Documents or securities laws generally, and except as disclosed on Schedule 1, the Additional Collateral is freely transferable and assignable, and none of the Additional Collateral is subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Additional Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Canadian Collateral Agent of rights and remedies hereunder.

(e) No consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect).

(f) The execution and delivery by such Additional Canadian Pledgor of this Supplement and the pledge of the Additional Collateral pledged by such Additional Canadian Pledgor hereunder pursuant hereto create a valid and enforceable security interest in such Collateral (in the case of the Capital Stock of Foreign Subsidiaries other than a Subsidiary that is organized under the Applicable Laws of a jurisdiction in Canada, to the extent the creation of such security interest in the Capital Stock of Foreign Subsidiaries is governed by the PPSA) and (i) in the case of certificates or instruments representing or evidencing the Additional Collateral, upon the earlier of (x) delivery of such Additional Collateral and any necessary endorsements to the extent necessary to the Canadian Collateral Agent (or its non-fiduciary agent or designee) in accordance with this Supplement and the Canadian Pledge Agreement and (y) the filing of financing statements naming each Additional US Pledgor as “debtor” and the Canadian Collateral Agent as “secured party” and describing the Additional Collateral in the applicable filing offices, and (ii) in the case of all other Additional Collateral which is capable of being perfected by the filing of financing statements, upon the

A-4

filing of financing statements naming each Canadian Pledgor as “debtor” and the Canadian Collateral Agent as “secured party” and describing the Additional Collateral in the applicable filing offices, shall create a perfected security interest in such Additional Collateral (in the case of the Capital Stock of Foreign Subsidiaries other than a Subsidiary that is organized under the Applicable Laws of a jurisdiction in Canada is governed by the PPSA, to the extent the creation of such security interest in the Capital Stock of Foreign Subsidiaries other than a Subsidiary that is organized under the Applicable Laws of a jurisdiction in Canada is governed by the PPSA), securing the payment of the Canadian Obligations, in favor of the Canadian Collateral Agent, for the benefit of the Secured Parties, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors rights generally and general principles of equity (whether considered in a proceeding in equity or law).

(g) The pledge effected hereby is effective to vest in the Canadian Collateral Agent, for the benefit of the Secured Parties, the rights of the Canadian Collateral Agent in the Additional Collateral as set forth herein.

(h) Such Additional Canadian Pledgor has full power, authority and legal right to pledge all the Additional Collateral pledged by such Additional Canadian Pledgor pursuant to this Supplement and this Supplement constitutes a legal, valid and binding obligation of each Additional Canadian Pledgor (in the case of the Capital Stock of Foreign Subsidiaries other than a Subsidiary that is organized under the Applicable Laws of a jurisdiction in Canada, to the extent the creation of such security interest in the Capital Stock of Foreign Subsidiaries is governed by the PPSA or STA), enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors rights generally and general principles of equity (whether considered in a proceeding in equity or law).

SECTION [3][4]. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the Canadian Collateral Agent and the Company. This Supplement shall become effective as to each Additional Canadian Pledgor when the Canadian Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such Additional Canadian Pledgor and the Canadian Collateral Agent.

SECTION [4][5]. Except as expressly supplemented hereby, the Canadian Pledge Agreement shall remain in full force and effect.

SECTION [5][6]. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

A-5

SECTION [6][7]. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Canadian Pledge Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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][8]. All notices, requests and demands pursuant hereto shall be made in accordance with Section 16 of the Canadian Pledge Agreement. All communications and notices hereunder to each Additional Canadian Pledgor shall be given to it in care of the Company at the Company’s address set forth in Section 13.2 of the Credit Agreement.

SECTION [8][9]. Subject to Section 13.5 of the Credit Agreement, each Additional Canadian Pledgor agrees to reimburse the Canadian Collateral Agent for its reasonable and documented out-of-pocket expenses in connection with this Supplement, including the reasonable and documented fees, other charges and disbursements of counsel for the Canadian Collateral Agent.

A-6

IN WITNESS WHEREOF, each Additional Pledgor and the Canadian Collateral Agent have duly executed this Supplement to the Canadian Pledge Agreement as of the day and year first above written.

[NAME OF ADDITIONAL CANADIAN PLEDGOR(S)],
By:
	Name:
	Title:
UBS AG CANADIAN BRANCH, as Canadian Collateral Agent,
By:
	Name:
	Title:

A-7

SCHEDULE 1
TO SUPPLEMENT NO. [__]
TO THE
CANADIAN PLEDGE AGREEMENT

PLEDGED SHARES AND PLEDGED DEBT

Pledged Shares

		Issuer’s				Percentage of
		jurisdiction				Issued and
		of	Class of Equity	Certificate	Number of	Outstanding
Pledgor	Issuer	formation	Interest	No(s), if any	Units	Units

Pledged Debt

		Issuer’s
		jurisdiction of	Initial
Pledgor	Issuer	formation	Principal Amount	Date of Issuance	Maturity Date

EX-10.7

Exhibit 10.7

EXECUTION COPY

CANADIAN PLEDGE AGREEMENT

CANADIAN PLEDGE AGREEMENT, dated as of October 13, 2010 (this “Agreement”), among GENTEK BUILDING PRODUCTS, INC., a Delaware company (the “Pledgor”), and UBS AG, STAMFORD BRANCH, as US collateral agent for the Secured Parties (as defined below) (in such capacity, together with its successors in such capacity, the “US Collateral Agent”).

W I T N E S S E T H:

WHEREAS, Holdings and the Borrowers have entered into a Revolving Credit Agreement, dated as of October 13, 2010 (the “Credit Agreement”), with the banks, financial institutions and other institutional lenders and investors from time to time parties thereto (each individually a “Lender” and collectively, the “Lenders”), UBS AG, STAMFORD BRANCH, as US Administrative Agent, US Collateral Agent, and a Letter of Credit Issuer, UBS AG, CANADA BRANCH, as Canadian Administrative Agent and Canadian Collateral Agent, WELLS FARGO CAPITAL FINANCE, LLC, as Co-Collateral Agent and a Letter of Credit Issuer, DEUTSCHE BANK AG NEW YORK BRANCH, as a Letter of Credit Issuer, DEUTSCHE BANK AG CANADA BRANCH, as a Letter of Credit Issuer and UBS LOAN FINANCE LLC, as Swingline Lender, pursuant to which the Lenders have severally agreed to make loans to the Borrowers and the Letter of Credit Issuers have agreed to issue letters of credit for the account of the Borrowers upon the terms and subject to the conditions set forth therein, (2) one or more Cash Management Banks may from time to time provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and (3) one or more Hedge Banks may from time to time enter into Secured Hedging Agreements with any Credit Party (clauses (1), (2) and (3) collectively, the “Extensions of Credit”);

WHEREAS, pursuant to the US Guarantee, dated as of October 13, 2010 (the “US Guarantee”), the Pledgor and the other guarantor parties thereto (other than in respect of their own obligations) have agreed to guarantee to the US Collateral Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations;

WHEREAS, pursuant to the Canadian Guarantee, dated as of October 13, 2010 (the “Canadian Guarantee”), each of the Canadian Borrowers (other than in respect of their own obligations) and their subsidiaries party thereto have agreed to guarantee to the Canadian Collateral Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Canadian Obligations;

WHEREAS, the Pledgor acknowledges that it will derive substantial direct and indirect benefit from the making of the Extensions of Credit and has agreed to secure its obligations with respect thereto pursuant to this Agreement;

WHEREAS, it is a condition precedent to the obligations of the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement that the Pledgor shall have executed and delivered this Agreement to the US Collateral Agent for the benefit of the Secured Parties; and

WHEREAS, the Pledgor is the legal and beneficial owner of the Capital Stock described in Schedule 2 and issued by the entities named therein (such Capital Stock is collectively referred to herein as the “Pledged Shares”).

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and to induce the Agents, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement, to induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and to induce one or more Hedge Banks to enter into Secured Hedging Agreements with each Credit Party, the Pledgor hereby agrees with the US Collateral Agent, for the benefit of the Secured Parties, as follows:

1. Defined Terms.

(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein (including terms used in the preamble and the recitals) shall have the meanings given to them in the Credit Agreement and all terms defined in the PPSA from time to time in effect or in the Securities Transfer Act (Ontario) from time to time in effect (together with any regulations thereunder, the “STA”) and not defined herein or in the Credit Agreement shall have the meanings specified therein. References to sections of the PPSA or the STA shall be construed to also refer to any successor sections.

(b) The rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6 and 1.7 of the Credit Agreement shall apply to this Agreement, including terms defined in the preamble and recitals hereto.

(c) The following terms shall have the following meanings:

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Canadian Guarantee” shall have the meaning assigned to such term in the recitals hereto.

“Collateral” shall have the meaning assigned to such term in Section 2 hereto.

“Company” shall have the meaning assigned to such term in the preamble hereto.

“Credit Agreement” shall have the meaning assigned to such term in the recitals hereto.

“Extensions of Credit” shall have the meaning assigned to such term in the recitals hereto.

-2-

“Holdings” shall have the meaning assigned to such term in the preamble hereto.

“Lenders” shall have the meaning assigned to such term in the recitals hereto.

“Pledged Shares” shall have the meaning assigned to such term in the recitals hereto.

“Pledgor” shall have the meaning assigned to such term in the preamble hereto.

“PPSA” shall mean the Personal Property Security Act (Ontario), the Civil Code of Québec or any other applicable Canadian federal, provincial or territorial statute pertaining to the granting, perfecting, priority or ranking of security interests, liens, hypothecs on personal property, and any successor statutes, together with any regulations thereunder, in each case as in effect from time to time. References to sections of the PPSA shall be construed to also refer to any successor sections.

“Secured Debt Documents” shall mean, collectively, the Credit Documents, each Secured Cash Management Agreement entered into with a Cash Management Bank and each Secured Hedging Agreement entered into with a Hedge Bank.

“Securities Act” shall have the meaning assigned to such term in Section 12(e).

“Termination Date” shall mean the date on which all Obligations are paid in full in cash (other than Cash Management Obligations under Secured Cash Management Agreements, Hedging Obligations under Secured Hedging Agreements or contingent indemnification obligations not then due and payable) and the Total Revolving Credit Commitments and all Letters of Credit are terminated (other than Letters of Credit that have been Cash Collateralized in the manner set forth in Section 3.7 of the Credit Agreement following the termination of the Total Revolving Credit Commitments).

“US Collateral Agent” shall have the meaning assigned to such term in the preamble hereto.

“US Guarantee” shall have the meaning assigned to such term in the recitals hereto.

(d) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to the Pledgor, shall refer to the Pledgor’s Collateral or the relevant part thereof.

-3-

2. Grant of Security. As security for the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby transfers, assigns and pledges to the US Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the US Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of the Pledgor’s right, title and interest in and to all of the following, (collectively, the “Collateral”):

(a) the Pledged Shares held by the Pledgor and the certificates, if any, representing such Pledged Shares and any interest of the Pledgor, including all interests documented in the entries on the books of the issuer of the Pledged Shares or any financial intermediary pertaining to the Pledged Shares and all dividends, cash, warrants, rights, 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 the Pledged Shares; provided that the Pledged Shares under this Agreement shall not include any Excluded Capital Stock and in no event shall the US Obligations be secured or purported to be secured by Pledged Shares of any Capital Stock of any Foreign Subsidiary or of any Domestic Subsidiary treated as a disregarded entity for US federal income tax purposes if substantially all of its assets consist of Capital Stock of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code, that is Voting Stock of such Subsidiary in excess of 65% of the outstanding Capital Stock of such class;

(b) subject to Section 8, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clause (a) above; and

(c) to the extent not covered by clauses (a) and (b) above, respectively, all proceeds of any or all of the foregoing Collateral. For purposes of this Agreement, the term “proceeds” includes whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guarantee payable to the Pledgor or the US Collateral Agent from time to time with respect to any of the Collateral.

TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the US Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

3. Security for the Obligations. This Agreement secures the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of, and the performance of, all the Obligations; provided that in no event shall the US Obligations be secured or purported to be secured by Pledged Shares of any Capital Stock of any Foreign Subsidiary or of any Domestic Subsidiary treated as a disregarded entity for US federal income tax purposes if substantially all of its assets consist of Capital Stock of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code, that is Voting Stock of such Subsidiary in excess of 65% of the outstanding Capital Stock of such class. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed to the US Collateral Agent or the Secured Parties under the Secured Debt Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor; provided that in no event shall the US Obligations be secured or purported to be secured by Pledged Shares of any Capital Stock of any Foreign Subsidiary or of any Domestic Subsidiary treated as a disregarded entity for US federal income tax purposes if substantially all of its assets consist of Capital Stock of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code, that is Voting Stock of such Subsidiary in excess of 65% of the outstanding Capital Stock of such class.

-4-

4. Delivery of the Collateral and Filing.

(a) The Pledgor represents and warrants that all certificates or instruments, if any, representing or evidencing the Collateral in existence on the date hereof have been delivered to the US Collateral Agent (or its non-fiduciary agent or designee) in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank. All certificates or instruments, if any, representing or evidencing the Collateral created after the date hereof shall be promptly (but in any event within thirty days after creation thereof) delivered to and held by or on behalf of the US Collateral Agent (or its non-fiduciary agent or designee) pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank. The US Collateral Agent shall have the right, at any time after the occurrence and during the continuation of an Event of Default and without notice to the Pledgor (except as otherwise expressly provided herein), to transfer to or to register in the name of the US Collateral Agent or any of its nominees any or all of the Pledged Shares. After the occurrence and during the continuance of an Event of Default, the Pledgor will promptly give to the US Collateral Agent copies of any notices or other communications received by it with respect to Pledged Shares registered in the name of the Pledgor. After the occurrence and during the continuance of an Event of Default, the US Collateral Agent shall have the right to exchange the certificates representing Pledged Shares for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each delivery of Collateral shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as part of Schedule 2 and made a part hereof; provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supersede any prior schedules so delivered.

(b) The Pledgor hereby irrevocably authorizes the US Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto and renewals thereof that contain the information required by the PPSA for the filing of any financing statement or amendment or renewal. 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 such as “all assets” or “all personal property, whether now owned or hereafter acquired” of the Pledgor or words of similar effect as being of an equal or lesser scope or with greater detail. The Pledgor agrees to provide such information to the US Collateral Agent promptly after any such request. The Pledgor agrees to furnish the US Collateral Agent with written notice as required by Section 4.2 of the US Security Agreement.

-5-

5. Representations and Warranties. The Pledgor represents and warrants to the US Collateral Agent and each other Secured Party that:

(a) Schedule 2 hereto (i) correctly represents as of the date hereof the issuer, the issuer’s jurisdiction of formation, the certificate number, if any, the Pledgor and the record and beneficial owner, the number and class and the percentage of the issued and outstanding Capital Stock of such class of all Pledged Shares and (ii) together with the comparable schedule to each supplement hereto, includes, all Capital Stock, required to be pledged pursuant to Section 9.11(a) of the Credit Agreement. Except as set forth on Schedule 2 and except for Excluded Capital Stock, the Pledged Shares represent all of the issued and outstanding Capital Stock of each class of Capital Stock in the issuer on the date hereof.

(b) The Pledgor is the legal and beneficial owner of the Collateral pledged or assigned by the Pledgor hereunder free and clear of any Lien, except for the Liens created by this Agreement and the Credit Documents.

(c) As of the date of this Agreement, the Pledged Shares pledged by the Pledgor hereunder have been duly authorized and validly issued and, in the case of Pledged Shares issued by a corporation, are fully paid and non-assessable.

(d) Except for restrictions and limitations imposed by the Credit Documents or securities laws generally and except as described in the Perfection Certificate, the Collateral is freely transferable and assignable, and none of the Collateral is subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the US Collateral Agent of rights and remedies hereunder.

(e) No consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect).

(f) The execution and delivery by the Pledgor of this Agreement and the pledge of the Collateral pledged by the Pledgor hereunder pursuant hereto create a valid and enforceable security interest in such Collateral and (i) in the case of certificates or instruments representing or evidencing the Collateral, upon the earlier of (x) delivery of such Collateral and any necessary endorsements to the extent necessary to the US Collateral Agent (or its non-fiduciary agent or designee) in accordance with this Agreement and (y) the filing of financing statements naming the Pledgor as “debtor” and the US Collateral Agent as “secured party” in the applicable filing offices, and (ii) in the case of all other Collateral which is capable of being perfected by the filing of financing statements upon the filing of financing statements naming the Pledgor as “debtor” and the US Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, shall create a perfected security interest in such Collateral, securing the payment of the Obligations, in favor of the US Collateral Agent, for the benefit of the Secured Parties, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

-6-

(g) The pledge effected hereby is effective to vest in the US Collateral Agent, for the benefit of the Secured Parties, the rights of the US Collateral Agent in the Collateral as set forth herein.

(h) The Pledgor has full power, authority and legal right to pledge all the Collateral pledged by the Pledgor pursuant to this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Pledgor (in the case of the Capital Stock of Foreign Subsidiaries, to the extent the creation of such security interest in the Capital Stock of Foreign Subsidiaries other than a Subsidiary that is organized under the Applicable Laws of a jurisdiction in Canada is governed by the PPSA), enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

(i) The issuers listed on Schedule 2 are the only Subsidiaries of the Pledgor as of the Closing Date.

6. [Reserved]

7. Further Assurances. Subject to any limitations set forth in the Credit Documents, the Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, it will execute or otherwise authorize the filing of any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, deeds of trust and other documents), which may be required under any Applicable Law, or which the US Collateral Agent may reasonably request, in order (x) to perfect and protect any pledge, assignment or security interest granted or purported to be granted hereby (including the priority thereof) or (y) to enable the US Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral.

8. Voting Rights; Dividends and Distributions; Etc.

(a) So long as no Event of Default shall have occurred and be continuing:

(i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not prohibited by the terms of this Agreement or the other Secured Debt Documents; provided that such voting and other rights shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Shares or the rights and remedies of any of the US Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Credit Document or the ability of the Secured Parties to exercise the same.

(ii) The US Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above.

-7-

(b) Subject to paragraph (c) below, the Pledgor shall be entitled to receive and retain and use, free and clear of the Lien of this Agreement, any and all dividends, distributions, redemptions, principal and interest made or paid in respect of the Collateral to the extent not prohibited by any Secured Debt Document; provided, however, that any and all noncash dividends, interest, principal or other distributions that would constitute Pledged Shares, whether resulting from a subdivision, combination or reclassification of the outstanding Capital Stock of the issuer of any Pledged Shares or received in exchange for Pledged Shares or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, amalgamation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be, and shall be forthwith delivered to the US Collateral Agent to hold as, Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the US Collateral Agent, be segregated from the other property or funds of the Pledgor and be forthwith delivered to the US Collateral Agent as Collateral in the same form as so received (with any necessary endorsement).

(c) Upon written notice to the Pledgor by the US Collateral Agent following the occurrence and during the continuation of an Event of Default:

(i) all rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 8(a)(i) shall cease, and all such rights shall thereupon become vested in the US Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights during the continuation of such Event of Default; provided that, unless otherwise directed by the Required Lenders, the US Collateral Agent shall have the right from time to time following the occurrence and during the continuation of an Event of Default to permit the Pledgor to exercise such rights. After all Events of Default have been cured or waived or otherwise cease to be continuing and the Company has delivered to the US Collateral Agent a certificate to that effect, the Pledgor will have the right to exercise the voting and consensual rights that the Pledgor would otherwise be entitled to exercise pursuant to the terms of Section 8(a)(i) (and the obligations of the US Collateral Agent under Section 8(a)(ii) shall be reinstated);

(ii) all rights of the Pledgor to receive the dividends, distributions and principal and interest payments that the Pledgor would otherwise be authorized to receive and retain pursuant to Section 8(b) shall cease, and all such rights shall thereupon become vested in the US Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, distributions and principal and interest payments during the continuation of such Event of Default. After all Events of Default have been cured or waived or otherwise cease to be continuing and the Company has delivered to the US Collateral Agent a certificate to that effect, the US Collateral Agent shall repay to the Pledgor (without interest) and the Pledgor shall be entitled to receive, retain and use all dividends, distributions and principal and interest payments that the Pledgor would otherwise be permitted to receive, retain and use pursuant to the terms of Section 8(b);

(iii) all dividends, distributions and principal and interest payments that are received by the Pledgor contrary to the provisions of Section 8(b) shall be received in trust for the benefit of the US Collateral Agent, shall be segregated from other property or funds of the Pledgor and shall forthwith be delivered to the US Collateral Agent as Collateral in the same form as so received (with any necessary endorsements); and

-8-

(iv) in order to permit the US Collateral Agent to receive all dividends, distributions and principal and interest payments to which it may be entitled under Section 8(b) above, to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 8(c)(i), and to receive all dividends, distributions and principal and interest payments that it may be entitled to under Sections 8(c)(ii) and (c)(iii), the Pledgor shall from time to time execute and deliver to the US Collateral Agent, appropriate proxies, dividend payment orders and other instruments as the US Collateral Agent may reasonably request.

(d) Any notice given by the US Collateral Agent to the Pledgor suspending their rights under paragraph (c) of this Section 8 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to the Pledgor at the same or different times and (iii) may suspend the rights of the Pledgor under paragraph (a)(i) or paragraph (b) of this Section 8 in part without suspending all such rights (as specified by the US Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the US Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

9. Transfers and Other Liens; Additional Collateral; Etc. The Pledgor shall:

(a) not (i) except as expressly permitted by the Credit Agreement (including pursuant to waivers and consents thereunder), sell or otherwise Dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Agreement and the other Security Documents; provided that in the event the Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement (including pursuant to waivers and consents thereunder) and such assets are or include any of the Collateral, the US Collateral Agent shall release such Collateral to the Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale in accordance with Section 13.17 of the Credit Agreement and with Section 14 hereof; and

(b) defend its and the US Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than the Lien created by this Agreement), however arising, and any and all Persons whomsoever and, subject to Section 13.17 of the Credit Agreement and Section 14 hereof, to maintain and preserve the Lien and security interest created by this Agreement until the Termination Date.

10. US Collateral Agent Appointed Attorney-in-Fact. The Pledgor hereby appoints, which appointment is irrevocable and coupled with an interest, the US Collateral Agent as the Pledgor’s attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, to take any action and to execute any instrument, in each case after the occurrence and during the continuation of an Event of Default, that the US Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, distribution or principal or interest payment in respect of the Collateral or any part thereof and to give full discharge for the same.

-9-

11. The US Collateral Agent’s Duties. The powers conferred on the US Collateral Agent 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 safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the US Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Shares, whether or not the US Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The US Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the US Collateral Agent accords its own property.

12. Remedies. If any Event of Default shall have occurred and be continuing and:

(a) The US Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the PPSA, any other statute or otherwise at law or in equity and also may without notice, except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange broker’s board or at any of the US Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such price or prices and upon such other terms as the US Collateral Agent may deem commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral. The US Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the US Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by Applicable Law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The US Collateral Agent or any other Secured Party shall have the right upon any such public sale, and, to the extent permitted by Applicable Law, upon any such private sale, to purchase all or any part of the Collateral so sold, and the US Collateral Agent or such other Secured Party may, subject to (x) the satisfaction in full of all payments due pursuant to Section 12(b)(i) and (y) the satisfaction of the Obligations in accordance with the priorities set forth in Section 12(b), pay the purchase price by crediting the amount thereof against the Obligations; provided that in no event shall there be applied towards the satisfaction of the US Obligations

-10-

proceeds of any such sale of the Capital Stock of any Foreign Subsidiary, or of any Domestic Subsidiary treated as a disregarded entity for US federal income tax purposes if substantially all of its assets consist of Capital Stock of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code (in either case securing or purporting to secure the US Obligations), derived from Voting Stock of such Subsidiary in excess of 65% of the outstanding Capital Stock of such class. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Pledgor 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 US Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The US Collateral 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. To the extent permitted by Applicable Law, the Pledgor hereby waives any claim against the US Collateral 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 that might have been obtained at a public sale, even if the US Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. As an alternative to exercising the power of sale herein conferred upon it, the US Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

(b) The US Collateral Agent shall apply the proceeds of any collection or sale of the Collateral at any time after receipt in accordance with the priority set forth in Section 5.4 of the US Security Agreement; provided that in no event shall there be applied towards the satisfaction of the US Obligations proceeds of any such collection or sale of the Capital Stock of any Foreign Subsidiary, or of any Domestic Subsidiary treated as a disregarded entity for US federal income tax purposes if substantially all of its assets consist of Capital Stock of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code (in either case securing or purporting to secure the US Obligations), derived from Voting Stock of such Subsidiary in excess of 65% of the outstanding Capital Stock of such class.

Upon any sale of the Collateral by the US Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the US Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the US Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

(c) The US Collateral Agent may exercise any and all rights and remedies of the Pledgor in respect of the Collateral.

-11-

(d) All payments received by the Pledgor after the occurrence and during the continuation of an Event of Default in respect of the Collateral shall be received in trust for the benefit of the US Collateral Agent, shall be segregated from other property or funds of the Pledgor and shall be forthwith delivered to the US Collateral Agent (or its non-fiduciary agent or designee) as Collateral in the same form as so received (with any necessary endorsement).

(e) If the US Collateral Agent shall determine to exercise its right to sell all or any of the Pledged Shares pursuant to this Section 12, the Pledgor recognizes that the US Collateral Agent may be unable to effect a public sale of any or all of the Pledged Shares, by reason of certain prohibitions contained in the Securities Act of any applicable Canadian jurisdiction, as from time to time amended (a “Securities Act”) or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The US Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer thereof to register such securities for public sale under any such Securities Act, or under other applicable laws, even if such issuer would agree to do so.

(f) If the US Collateral Agent determines to exercise its right to sell any or all of the Collateral, upon written request, the Pledgor shall, from time to time, furnish to the US Collateral Agent all such information as the US Collateral Agent may reasonably request in order to determine the number of shares and other instruments included in the Collateral which may be sold by the US Collateral Agent as exempt transactions under the Securities Act and rules of the SEC, as the same are from time to time in effect.

(g) The US Collateral Agent may seek the appointment of a receiver, receiver-manager or keeper (a “Receiver”) under the laws of Canada or any Province thereof to take possession of all or any portion of the Collateral of the Pledgor or to operate same and, to the maximum extent permitted by law, may seek the appointment of such a receiver without the requirement of prior notice or a hearing. Any such Receiver shall, so far as concerns responsibility for his/her acts, be deemed agent of the Pledgor and not the US Collateral Agent and the Secured Parties, and the US Collateral Agent and the Secured Parties shall not be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver, his/her servants or employees other than for gross negligence or wilful misconduct. Subject to the provisions of the instrument appointing him/her, any such Receiver shall have power to take possession of Collateral of the Pledgor, to preserve Collateral of the Pledgor or its value, to carry on or concur in carrying on all or any part of the business of the Pledgor and to sell, lease, license or otherwise dispose of or concur in selling, leasing, licensing or otherwise disposing of Collateral of the Pledgor. To facilitate the forgoing powers, any such Receiver may, to the exclusion of all others, including the Pledgor, enter upon, use and occupy all premises owned or occupied by the Pledgor wherein Collateral of the Pledgor may be situated, maintain Collateral of the Pledgor upon such premises, borrow money on its own behalf or on behalf of the Secured Parties on a secured or unsecured basis and use Collateral of the Pledgor directly in carrying on the Pledgor’s business or as security for loans or advances to enable the Receiver to carry on the Pledgor’s business or otherwise, as such Receiver shall, in its discretion, determine. Except as may be otherwise directed by US Collateral Agent, all money received from time to time by such Receiver in carrying out his/her appointment shall be received in trust for and paid over to US Collateral Agent. Every such Receiver may, in the discretion of the US Collateral Agent, be vested with all or any of the rights and powers of the US Collateral Agent and the Secured Parties. The US Collateral Agent may, either directly or through its nominees, exercise any or all powers and rights given to a receiver by virtue of the foregoing provisions of this paragraph.

-12-

13. Amendments, etc. with Respect to the Obligations; Waiver of Rights. Except for the termination of the Pledgor’s Obligations hereunder as expressly provided in Section 14, the Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Pledgor and without notice to or further assent by the Pledgor, (a) any demand for payment of any of the Obligations made by the US Collateral Agent or any other Secured Party may be rescinded by such party and any of the Obligations continued, (b) the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the US Collateral Agent or any other Secured Party, (c) the Secured Debt Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the terms of the applicable Secured Debt Document, and (d) any collateral security, guarantee or right of offset at any time held by the US Collateral Agent or any other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the US Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Agreement or any property subject thereto. When making any demand hereunder against the Pledgor, the US Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on the US Borrowers (to the extent such demand is in respect of any Obligations owing by the US Borrowers) or any US Pledgor (as defined in the US Pledge Agreement), and any failure by the US Collateral Agent or any other Secured Party to make any such demand or to collect any payments from the US Borrowers or any US Pledgor or any release of the US Borrowers or any US Pledgor shall not relieve the Pledgor in respect of which a demand or collection is not made or the Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the US Collateral Agent or any other Secured Party against the Pledgor. For the purposes hereof “demand” shall include the commencement and continuation of any legal proceedings.

14. Continuing Security Interest; Assignments Under the Secured Debt Documents; Release.

(a) This Agreement and the security interest granted hereunder shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Pledgor and the successors and assigns thereof, and shall inure to the benefit of the US Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns, until the Termination Date, notwithstanding the from time to time prior to the Termination Date the Pledgor may be free from any Obligations.

-13-

(b) The Pledgor shall automatically be released from its obligations hereunder and the pledge of the Pledgor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which the Pledgor ceases to be a Restricted Subsidiary of the Company or otherwise becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of such consent did not provide otherwise.

(c) The obligations created hereby of the Pledgor with respect to Collateral shall be automatically released and such Collateral sold free and clear of the Lien and security interests created hereby (i) upon any Disposition by the Pledgor of any Collateral that is (i) permitted under the Credit Agreement (other than to the Company or any US Subsidiary Pledgor) or (ii) upon the effectiveness of any written consent to the release of the security interests granted hereby in any Collateral pursuant to Section 13.1 of the Credit Agreement.

(d) In connection with any termination or release pursuant to paragraph (a), (b), or (c), the US Collateral Agent shall execute and deliver to the Pledgor or authorize the filing of, at the Pledgor’s expense, all documents that the Pledgor shall reasonably request to evidence such termination or release provided, however, that with respect to the release of any item of Collateral pursuant to Section 14(c)(i) in connection with any request of evidence of termination or release made of the US Collateral Agent, the US Collateral Agent may request that the Pledgor deliver a certificate of an Authorized Officer to the effect that the sale or transfer transaction is in compliance with the Credit Documents. Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or warranty by the US Collateral Agent.

15. Reinstatement. This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the US Collateral Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the US Borrowers, any US Pledgor, or the Pledgor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the US Borrowers, any US Pledgor, the Pledgor or any substantial part of its property, or otherwise, all as though such payments had not been made.

16. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to the Pledgor shall be given to it in care of the Company at the Company’s address set forth in Section 13.2 of the Credit Agreement.

17. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the US Collateral Agent and the Company.

-14-

18. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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.

19. Integration. This Agreement represents the agreement of the Pledgor with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the US Collateral Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Secured Debt Documents.

20. Amendments in Writing; No Waiver; Cumulative Remedies.

(a) None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Pledgor and the US Collateral Agent in accordance with Section 13.1 of the Credit Agreement.

(b) Neither the US Collateral Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 20(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the US Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the US Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the US Collateral Agent or such other Secured Party would otherwise have on any future occasion.

(c) The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

21. Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

22. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Pledgor may not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the US Collateral Agent, except pursuant to a transaction expressly permitted by the Credit Agreement.

-15-

23. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

24. Submission to Jurisdiction; Waivers. The Pledgor hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement, and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of a court of competent jurisdiction in the Province of Ontario;

(b) consents that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Pledgor at its address referred to in Section 16 or at such other address of which the US Collateral Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right of the US Collateral Agent or any other Secured Party to effect service of process in any other manner permitted by Applicable Law or shall limit the right of the US Collateral Agent or any other Secured Party to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 24 any special, exemplary, punitive or consequential damages.

25. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

[Signature Pages Follow]

-16-

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

GENTEK BUILDING PRODUCTS, INC., as a Pledgor
By:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT

[Gentek Building Products, Inc. — Canadian Pledge Agreement]

UBS AG, STAMFORD BRANCH, as US Collateral Agent
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director Banking Products Services. US
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director Banking Products Services. US

[Gentek Building Products, Inc. — Canadian Pledge Agreement]

SCHEDULE 1
TO THE CANADIAN
PLEDGE AGREEMENT

PLEDGED SHARES¹

							Percentage
							of Issued
		Issuer’s	Class of	Certificate			and
		jurisdiction	Equity	No(s), if	Number of		Outstanding
Pledgor	Issuer	of formation	Interest	any	Units		Units
Gentek Building Products, Inc.	Associated Materials Canada Limited	Ontario	Common Shares	C 009		65		65	%
Gentek Building Products, Inc.	Associated Materials Canada Limited	Ontario	Common Shares	C 010		35		35	%
Gentek Building Products, Inc.	Gentek Canada Holdings Limited	Ontario	Common Shares	C-1		650		65	%
Gentek Building Products, Inc.	Gentek Canada Holdings Limited	Ontario	Common Shares	C-2		350		35	%

¹ The Pledged Shares of the Pledgor included in this Schedule 1 represent share certificates outstanding as of the date hereof. However, immediately after the Closing (as defined in the Credit Agreement) these outstanding share certificates will be cancelled (on account of being lost) and subsequently reissued with replacement share certificates within the time period required by Schedule 9.17 to the Credit Agreement.

EX-10.8

Exhibit 10.8

EXECUTION COPY

CANADIAN GUARANTEE

CANADIAN GUARANTEE, dated as of October 13, 2010 (this “Canadian Guarantee”), made among ASSOCIATED MATERIALS CANADA LIMITED, an Ontario corporation (“Associated”), GENTEK CANADA HOLDINGS LIMITED, an Ontario corporation (“Gentek”), and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP, an Ontario limited partnership, by its general partner, Gentek (“LP”; and together with Associated and Gentek, the “Canadian Grantors”, and each, a “Canadian Grantor”), each of the subsidiaries listed on Annex A hereto (each such subsidiary, individually, a “Canadian Subsidiary Guarantor” and, collectively, the “Canadian Subsidiary Guarantors”; and, together with the Canadian Grantors, collectively, the “Canadian Guarantors”), and UBS AG CANADA BRANCH, as Canadian collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Canadian Collateral Agent”).

W I T N E S S E T H:

WHEREAS, (1) CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation, and the US Borrowers and the Canadian Borrowers (collectively, the “Borrowers”) have entered into a Revolving Credit Agreement, dated as of October 13, 2010 (the “Credit Agreement”), with the banks, financial institutions and other institutional lenders and investors from time to time parties thereto (each individually a “Lender” and collectively, the “Lenders”), UBS AG, STAMFORD BRANCH, as US Administrative Agent, US Collateral Agent, and a US Letter of Credit Issuer and a Canadian Letter of Credit Issuer, UBS AG CANADA BRANCH, as Canadian Administrative Agent and Canadian Collateral Agent, WELLS FARGO CAPITAL FINANCE, LLC, as Co-Collateral Agent, DEUTSCHE BANK AG NEW YORK BRANCH, as a US Letter of Credit Issuer, DEUTSCHE BANK AG CANADA BRANCH, as a Canadian Letter of Credit Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION as a US Letter of Credit Issuer and a Canadian Letter of Credit Issuer and UBS LOAN FINANCE LLC, as Swingline Lender, pursuant to which the Lenders have severally agreed to make loans to the Borrowers and the Letter of Credit Issuers have agreed to issue letters of credit for the account of the Borrowers upon the terms and subject to the conditions set forth therein, (2) one or more Cash Management Banks may from time to time provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and (3) one or more Hedge Banks may from time to time enter into Secured Hedging Agreements with any Credit Party (clauses (1), (2) and (3) collectively, the “Extensions of Credit”);

WHEREAS, each of the Canadian Guarantors have agreed to guarantee to the Canadian Collateral Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Canadian Obligations (other than in respect of each of its own obligations);

WHEREAS, each Canadian Guarantor acknowledges that it will derive substantial direct and indirect benefit from the making of the Extensions of Credit; and

WHEREAS, it is a condition precedent to the obligations of the Lenders and the Canadian Letter of Credit Issuers to make their respective Extensions of Credit to the Canadian Borrowers under the Credit Agreement that the Canadian Guarantors shall have executed and delivered this Canadian Guarantee to the Canadian Collateral Agent for the benefit of the Secured Parties.

NOW, THEREFORE, in consideration of the premises and to induce the Agents and the Lenders to enter into the Credit Agreement and to induce the Lenders and the Canadian Letter of Credit Issuers to make their respective Extensions of Credit to the Canadian Borrowers under the Credit Agreement, to induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and to induce one or more Hedge Banks to enter into Secured Hedging Agreements with any Credit Party, the Canadian Guarantors hereby agree with the Canadian Collateral Agent, for the benefit of the Secured Parties, as follows:

1. Defined Terms

(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein (including terms used in the preamble and recitals hereto) shall have the meanings given to them in the Credit Agreement.

(b) The rules of construction and other interpretative provisions specified in Sections 1.2, 1.5, 1.6 and 1.7 of the Credit Agreement shall apply to this Canadian Guarantee, including terms defined in the preamble and recitals hereto.

(c) As used herein, the term “Termination Date” means the date on which all Canadian Obligations are paid in full in cash (other than Cash Management Obligations under Secured Cash Management Agreements, Hedging Obligations under Secured Hedging Agreements or contingent indemnification obligations not then due and payable) and the Total Revolving Credit Commitment and all Letters of Credit are terminated (other than Letters of Credit that have been Cash Collateralized in accordance with Section 3.7 of the Credit Agreement following the termination of the Total Revolving Credit Commitment).

2. Guarantee

(a) Subject to the provisions of Section 2(b), each of the Canadian Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Canadian Collateral Agent for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Canadian Obligations (other than in respect of each of its own obligations). In furtherance of the foregoing and not in limitation of any other right that the Canadian Collateral Agent or any other Canadian Secured Party has at law or in equity against any Canadian Guarantor by virtue hereof, upon the failure of any of the Canadian Borrowers or any other Canadian Credit Party to pay any Canadian Obligation when and as the same shall become due (whether at the stated maturity, by acceleration or otherwise), each Canadian Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Canadian Collateral Agent for distribution to the applicable Secured Parties the amount of such unpaid Canadian Obligation. Upon payment by any Canadian Guarantor of any sums to the Canadian Collateral Agent as provided above, all rights of such Canadian Guarantor against any of the Canadian Borrowers or any other Canadian Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Sections 3 and 5 hereof.

- 2 -

(b) Anything herein or in any other Credit Document to the contrary notwithstanding, the maximum liability of each Canadian Subsidiary Guarantor hereunder and under the other Credit Documents shall in no event exceed the amount that can be guaranteed by such Canadian Subsidiary Guarantor under Applicable Law relating to the insolvency of debtors.

(c) To the extent required by Section 13.5 of the Credit Agreement, each Canadian Guarantor further agrees to pay any and all reasonable and documented out-of-pocket costs and expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the Canadian Collateral Agent or any other Canadian Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Canadian Obligations and/or enforcing any rights with respect to, or collecting against, such Canadian Guarantor under this Canadian Guarantee.

(d) Each Canadian Guarantor agrees that the Canadian Obligations may at any time and from time to time exceed the amount of the liability of such Canadian Guarantor hereunder without impairing this Canadian Guarantee or affecting the rights and remedies of the Canadian Collateral Agent or any other Canadian Secured Party hereunder.

(e) No payment or payments made by any of the Borrowers, any other Guarantor, any other guarantor or any other Person or received or collected by the Canadian Collateral Agent or any other Canadian Secured Party from any of the Borrowers, any other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Canadian Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Canadian Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Canadian Guarantor in respect of the Canadian Obligations or payments received or collected from such Canadian Guarantor in respect of the Canadian Obligations, remain liable for the Canadian Obligations up to the maximum liability of such Canadian Guarantor hereunder until the Termination Date.

(f) Each Canadian Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Canadian Collateral Agent or any other Canadian Secured Party on account of its liability hereunder, it will notify the Canadian Collateral Agent in writing that such payment is made under this Canadian Guarantee for such purpose.

- 3 -

(g) Each Canadian Guarantor assumes all responsibility for being and keeping itself informed of the Canadian Borrowers’ and each other Canadian Credit Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Canadian Obligations and the nature, scope and extent of the risks that such Canadian Guarantor assumes and incurs hereunder, and agrees that none of the Canadian Collateral Agent or the other Secured Parties will have any duty to advise such Canadian Guarantor of information known to it or any of them regarding such circumstances or risks.

3. Right of Contribution

Each Canadian Guarantor hereby agrees that to the extent a Canadian Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Canadian Guarantor shall be entitled to seek and receive contribution from and against any other Canadian Guarantors hereunder, that has not paid its proportionate share of such payment. Each Canadian Guarantor’s right of contribution shall be subject to the terms and conditions of Section 5 hereof. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Canadian Guarantor to the Canadian Collateral Agent and the other Secured Parties, and each Canadian Guarantor shall remain liable to the Canadian Collateral Agent and the other Secured Parties for the full amount guaranteed by such Canadian Guarantor hereunder.

4. Right of Set-off

In addition to any rights and remedies of the Secured Parties provided by Applicable Law, each Canadian Guarantor hereby irrevocably authorizes each Canadian Secured Party at any time and from time to time following the occurrence and during the continuance of an Event of Default without notice to such Canadian Guarantor or any other Canadian Guarantor, any such notice being expressly waived by each Canadian Guarantor, upon any amount becoming due and payable by such Canadian Guarantor hereunder (whether at stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Canadian Secured Party to or for the credit or the account of such Canadian Guarantor. Each Secured Party shall notify such Canadian Guarantor promptly of any such set-off and the appropriation and application made by such Canadian Secured Party; provided that the failure to give such notice shall not affect the validity of such set-off and appropriation and application.

- 4 -

5. No Subrogation

Notwithstanding any payment or payments made by any of the Canadian Guarantors hereunder or any set-off or appropriation and application of funds of any of the Canadian Guarantors by the Canadian Collateral Agent or any other Canadian Secured Party, no Canadian Guarantor shall be entitled to be subrogated to any of the rights of the Canadian Collateral Agent or any other Canadian Secured Party against any of the Borrowers or any other Guarantor or any collateral security or guarantee or right of offset held by the Canadian Collateral Agent or any other Canadian Secured Party for the payment of the Canadian Obligations, nor shall any Canadian Guarantor seek or be entitled to seek any contribution or reimbursement from any of the Borrowers or any other Guarantor in respect of payments made by such Canadian Guarantor hereunder, until the Termination Date. If any amount shall be paid to any Canadian Guarantor on account of such subrogation rights at any time prior to the Termination Date, such amount shall be held by such Canadian Guarantor in trust for the Canadian Collateral Agent and the other Secured Parties, segregated from other funds of such Canadian Guarantor, and shall, forthwith upon receipt by such Canadian Guarantor, be turned over to the Canadian Collateral Agent in the exact form received by such Canadian Guarantor (duly indorsed by such Canadian Guarantor to the Canadian Collateral Agent, if required), to be applied against the Canadian Obligations, whether due or to become due, in accordance with Section 5.4 of the Revolving Canadian Security Agreement.

6. Amendments, etc. with Respect to the Canadian Obligations; Waiver of Rights

Except for termination of a Canadian Guarantor’s obligations hereunder as expressly provided in Section 24, each Canadian Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Canadian Guarantor and without notice to or further assent by any Canadian Guarantor, (a) any demand for payment of any of the Canadian Obligations made by the Canadian Collateral Agent or any other Canadian Secured Party may be rescinded by such party and any of the Canadian Obligations continued, (b) the Canadian Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Canadian Collateral Agent or any other Canadian Secured Party, (c) the Credit Agreement, the other Credit Documents and any other documents executed and delivered in connection therewith, the Secured Cash Management Agreements and any other documents executed and delivered in connection therewith and the Secured Hedging Agreements and any other documents executed and delivered in connection therewith, may be amended, waived, modified, supplemented or terminated, in whole or in part, in accordance with the terms of the applicable document and (d) any collateral security, guarantee or right of offset at any time held by the Canadian Collateral Agent or any other Canadian Secured Party for the payment of the Canadian Obligations may be sold, exchanged, waived, surrendered or released. Neither the Canadian Collateral Agent nor any other Canadian Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Canadian Obligations or for this Canadian Guarantee or any property subject thereto. When making any demand hereunder against any Canadian Guarantor, the Canadian Collateral Agent or any other Canadian Secured Party may, but shall be under no obligation to, make a similar demand on any of the Canadian Borrowers or any other Canadian Guarantor or other guarantor, and any failure by the Canadian Collateral Agent or any other Canadian Secured Party to make any such demand or to collect any payments from any of the Canadian Borrowers or any other Canadian Guarantor or other guarantor or any release of any of the Canadian Borrowers or any other Canadian Guarantor or other guarantor shall not relieve any Canadian Guarantor in respect of which a demand or collection is not made or any Canadian Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Canadian Collateral Agent or any other Canadian Secured Party against any Canadian Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

- 5 -

7. Guarantee Absolute and Unconditional

Each Canadian Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Canadian Obligations, and notice of or proof of reliance by the Canadian Collateral Agent or any other Canadian Secured Party upon this Canadian Guarantee or acceptance of this Canadian Guarantee, the Canadian Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Canadian Guarantee; and all dealings between any of the Canadian Borrowers and any of the Canadian Guarantors, on the one hand, and the Canadian Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Canadian Guarantee. Each Canadian Guarantor waives promptness, diligence, presentment, protest, notice of protest, demand for payment and notice of default, acceleration or nonpayment and any other notice to or upon any of the Canadian Borrowers or any other Canadian Guarantor with respect to the Canadian Obligations. Each Canadian Guarantor understands and agrees that this Canadian Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Secured Cash Management Agreement or any Secured Hedging Agreement, any of the Canadian Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Canadian Collateral Agent or any other Canadian Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Canadian Borrowers against the Canadian Collateral Agent or any other Canadian Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of any of the Canadian Borrowers or such Canadian Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Canadian Borrowers for the Canadian Obligations, or of such Canadian Guarantor under this Canadian Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Canadian Guarantor, the Canadian Collateral Agent and any other Canadian Secured Party may elect, but shall be under no obligation, to pursue such rights and remedies as it may have against any of the Canadian Borrowers or any other Person or against any collateral security or guarantee for the Canadian Obligations or any right of offset with respect thereto, and any failure by the Canadian Collateral Agent or any other Canadian Secured Party to pursue such other rights or remedies or to collect any payments from any of the Canadian Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Canadian Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Canadian Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Canadian Collateral Agent and the other Secured Parties against such Canadian Guarantor. To the fullest extent permitted by Applicable Law, each Canadian Guarantor waives any defense arising out of any such election even though such election operates, pursuant to Applicable Law, to impair or to extinguish any right of reimbursement, subrogation, exoneration, contribution or indemnification or other right or remedy of such Canadian Guarantor against any of the Canadian Borrowers or any other Guarantor, as the case may be, or any security. Each Canadian Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Credit Documents and that the waivers set forth herein are knowingly made in contemplation of such benefit. This Canadian Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Canadian Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Canadian Collateral Agent and the other Secured Parties, and their respective successors, endorsees, transferees and assigns, until the Termination Date, notwithstanding that from time to time during the term of the Credit Agreement, any Secured Cash Management Agreement and any Secured Hedging Agreement, the Credit Parties may be free from any Canadian Obligations.

- 6 -

8. Subordination

Each Canadian Guarantor hereby agrees that any Indebtedness of any Canadian Guarantor now or hereafter owing to any other Canadian Guarantor, whether heretofore, now or hereafter created (the “Canadian Guarantor Subordinated Debt”), is hereby subordinated to all of the Canadian Obligations until the Termination Date and that the Canadian Guarantor Subordinated Debt shall not be paid in whole or in part during the continuance of any Event of Default. In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any Canadian Guarantor or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such Canadian Guarantor (except as expressly permitted by the Credit Agreement), whether or not involving insolvency or bankruptcy, then, if an Event of Default has occurred and is continuing (a) the Canadian Collateral Agent shall be paid irrevocably in full in cash in immediately available funds in respect of all amounts constituting the Canadian Obligations (other than Cash Management Obligations under Secured Cash Management Agreements, Hedging Obligations under Secured Hedging Agreements or contingent indemnification obligations not then due and payable) before any payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of the Canadian Guarantor Subordinated Debt and (b) until the Canadian Collateral Agent is paid irrevocably in full in cash in immediately available funds in respect of all amounts constituting the Canadian Obligations (other than Cash Management Obligations under Secured Cash Management Agreements, Hedging Obligations under Secured Hedging Agreements or contingent indemnification obligations not then due and payable), any payment or distribution to which such payee would otherwise be entitled (other than debt securities of such Canadian Guarantor that are subordinated, to at least the same extent as this Section 8, to the payment of all Canadian Guarantor Subordinated Debt then outstanding (such securities being hereinafter referred to as “Canadian Restructured Debt Securities”)) shall be made to the Canadian Collateral Agent. If any Event of Default occurs and is continuing, then no payment or distribution of any kind or character shall be accepted by or on behalf of the Canadian Guarantor or any other Person on its behalf with respect to the Canadian Guarantor Subordinated Debt. If any payment or distribution of any character, whether in cash, securities or other property (other than Canadian Restructured Debt Securities), in respect of the Canadian Guarantor Subordinated Debt shall be received by any payee in violation of this Section 8 before all Canadian Obligations shall have been paid irrevocably in full in cash in immediately available funds (other than Cash Management Obligations under Secured Cash Management Agreements, Hedging Obligations under Secured Hedging Agreements or contingent indemnification obligations not then due and payable), such payment or distribution shall be held in trust for the benefit of the Secured Parties, and shall be paid over the Canadian Collateral Agent.

- 7 -

9. Representations and Warranties; Covenants

Each Canadian Guarantor hereby (a) represents and warrants that the representations and warranties as to it made by Holdings and the Borrowers in Section 8 of the Credit Agreement are true and correct on each date as required by Section 7.1 of the Credit Agreement and (b) agrees to take, or refrain from taking, as the case may be, each action necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Canadian Guarantor.

10. Reinstatement

This Canadian Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Canadian Obligations is rescinded or must otherwise be restored or returned by the Canadian Collateral Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any of the Canadian Borrowers or any other Canadian Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any of the Canadian Borrowers or any other Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

11. Payments

Each Canadian Guarantor hereby guarantees that payments hereunder will be paid to the Canadian Collateral Agent without set-off or counterclaim in the same currency as demand is made at the Canadian Collateral Agent’s office specified in Section 13.2 of the Credit Agreement.

12. Authority of Agent

Each Canadian Guarantor acknowledges that the rights and responsibilities of the Canadian Collateral Agent under this Canadian Guarantee with respect to any action taken by the Canadian Collateral Agent or the exercise or non-exercise by the Canadian Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Canadian Guarantee shall, as between the Canadian Collateral Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Canadian Collateral Agent and such Canadian Guarantor, the Canadian Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Canadian Guarantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

13. Notices

All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to each Canadian Guarantor shall be given to it in care of the Company at the Company’s address set forth in Section 13.2 of the Credit Agreement.

- 8 -

14. Counterparts

This Canadian Guarantee may be executed by one or more of the parties to this Canadian Guarantee on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “PDF” or “TIF” file)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Canadian Guarantee signed by all the parties shall be lodged with the Canadian Collateral Agent and the Company.

15. Severability

Any provision of this Canadian Guarantee that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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.

16. Integration

This Canadian Guarantee, together with the other Credit Documents, represents the agreement of each Canadian Guarantor and the Canadian Collateral Agent with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Canadian Collateral Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.

17. Amendments in Writing; No Waiver; Cumulative Remedies

(a) None of the terms or provisions of this Canadian Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Canadian Guarantor(s) and the Canadian Collateral Agent in accordance with Section 13.1 of the Credit Agreement.

(b) Neither the Canadian Collateral Agent nor any other Canadian Secured Party shall by any act (except by a written instrument pursuant to Section 17(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Canadian Collateral Agent or any other Canadian Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Canadian Collateral Agent or any other Canadian Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Canadian Collateral Agent or any Canadian Secured Party would otherwise have on any future occasion.

(c) The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

- 9 -

18. Section Headings

The Section headings used in this Canadian Guarantee are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

19. Successors and Assigns

This Canadian Guarantee shall be binding upon the successors and assigns of each Canadian Guarantor and shall inure to the benefit of the Canadian Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Canadian Guarantor may assign, transfer or delegate any of its rights or obligations under this Canadian Guarantee without the prior written consent of the Canadian Collateral Agent unless permitted to do so under the Credit Agreement.

20. Additional Guarantors

Each Subsidiary of any of the Canadian Borrowers that is required to become a party to this Canadian Guarantee pursuant to Section 9.10 of the Credit Agreement shall become a Canadian Guarantor, with the same force and effect as if originally named as a Canadian Guarantor herein, for all purposes of this Canadian Guarantee upon execution and delivery by such Subsidiary of a Supplement in the form of Annex B hereto or in such other form reasonably satisfactory to the Canadian Collateral Agent. The execution and delivery of any instrument adding an additional Canadian Guarantor as a party to this Canadian Guarantee shall not require the consent of any other Canadian Guarantor hereunder. The rights and obligations of each Canadian Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Canadian Guarantor as a party to this Canadian Guarantee.

21. WAIVER OF JURY TRIAL

EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

22. Submission to Jurisdiction; Waivers

Each Canadian Guarantor hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Canadian Guarantee and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of a court of competent jurisdiction in the Province of Ontario;

- 10 -

(b) consents that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Canadian Guarantor at its address referred to in Section 13 hereof or at such other address of which the Canadian Collateral Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right of the Canadian Collateral Agent or any other Canadian Secured Party to effect service of process in any other manner permitted by law or shall limit the right of the Canadian Collateral Agent or any other Canadian Secured Party to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 22 any special, exemplary, punitive or consequential damages.

23. GOVERNING LAW

THIS GUARANTEE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

24. Termination or Release

(a) This Canadian Guarantee shall terminate on the Termination Date.

(b) A Canadian Subsidiary Guarantor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement, as a result of which such Canadian Subsidiary Guarantor ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of such consent did not provide otherwise.

(c) In connection with any termination or release, the Canadian Collateral Agent shall execute and deliver to any Canadian Guarantor, at such Canadian Guarantor’s expense, all documents that such Canadian Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 24 shall be without recourse to or warranty by the Canadian Collateral Agent.

- 11 -

25. Currency Indemnity.

If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Canadian Guarantee, it becomes necessary to convert into a particular currency (the “Judgment Currency”) any amount due under this Canadian Guarantee in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose “rate of exchange” means the rate at which the Canadian Collateral Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practices. In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of receipt by the Canadian Collateral Agent of the amount due, Canadian Guarantors will, on the date of receipt by the Canadian Collateral Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by the Canadian Collateral Agent on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the Canadian Collateral Agent is the amount then due under this Canadian Guarantee in the Currency Due. If the amount of the Currency Due which the Canadian Collateral Agent is so able to purchase is less than the amount of the Currency Due originally due to it, each Canadian Guarantor shall indemnify and save the Canadian Collateral Agent and the Lenders harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Canadian Guarantee, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Canadian Collateral Agent from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Canadian Guarantee or under any judgment or order.

[Signature Pages Follow]

- 12 -

IN WITNESS WHEREOF, each of the undersigned has caused this Canadian Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

ASSOCIATED MATERIALS CANADA LIMITED, as a Canadian Guarantor,
Per:	/s/ David S. Brown
	Name:	David S. Brown
	Title:	President, Secretary
ASSOCIATED MATERIALS, LLC, as a Canadian Guarantor,
Per:
	Name:
	Title:
GENTEK CANADA HOLDINGS LIMITED, as a Canadian Guarantor,
Per:
	Name:
	Title:
GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP, as a Canadian Guarantor,
Per:
	Name:
	Title:
UBS AG CANADA BRANCH, as Canadian Collateral Agent,
Per:
	Name:
	Title:

[Canadian Guarantee]

IN WITNESS WHEREOF, each of the undersigned has caused this Canadian Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

ASSOCIATED MATERIALS CANADA LIMITED, as Guarantor,
Per:
	Name:
	Title:
ASSOCIATED MATERIALS, LLC, as Guarantor,
Per:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT
GENTEK CANADA HOLDINGS LIMITED, as Guarantor,
Per:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT
GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP, as Guarantor,
Per:	/s/ Vicki Hardman
	Name:	VICKI HARDMAN
	Title:	VICE PRESIDENT
UBS AG CANADA BRANCH, as Canadian Collateral Agent,
Per:
	Name:
	Title:

[Canadian Guarantee]

UBS AG CANADA BRANCH, as Canadian Collateral Agent
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director Banking Products Services. US
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director Banking Products Services. US

[Canadian Guarantee]

ANNEX A
TO THE CANADIAN GUARANTEE

CANADIAN SUBSIDIARY GUARANTORS

[                    ]

[Canadian Guarantee]

ANNEX B
TO THE CANADIAN GUARANTEE

SUPPLEMENT NO. [    ], dated as of [    ], 20[    ] (this “Supplement”), to the CANADIAN GUARANTEE, dated as of October [    ], 2010 (this “Canadian Guarantee”), made made among ASSOCIATED MATERIALS CANADA LIMITED, an Ontario corporation (“Associated”), GENTEK CANADA HOLDINGS LIMITED, an Ontario corporation (“Gentek”), and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP, an Ontario limited partnership by its general partner, Gentek (“LP”; and together with Associated and Gentek, the “Canadian Grantors”, and each, a “Canadian Grantor”), each of the subsidiaries listed on Annex A hereto (each such subsidiary, individually, a “Canadian Subsidiary Guarantor” and, collectively, the “Canadian Subsidiary Guarantors”; and, together with the Canadian Grantors, collectively, the “Canadian Guarantors”), and UBS AG CANADA BRANCH, as Canadian collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Canadian Collateral Agent”).

A. Reference is made to the Revolving Credit Agreement, dated as of October [ ], 2010 (the “Credit Agreement”), among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation, GENTEK HOLDINGS, LLC and GENTEK BUILDING PRODUCTS, INC. (together with the Company, the “US Borrowers”), ASSOCIATED MATERIALS CANADA LIMITED, GENTEK CANADA HOLDINGS LIMITED and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP (each, a “Canadian Borrower” and collectively the “Canadian Borrowers”; and together with the US Borrowers, the “Borrowers”), the banks, financial institutions and other institutional lenders and investors from time to time parties thereto (each individually a “Lender” and collectively, the “Lenders”), UBS AG, STAMFORD BRANCH, as US Administrative Agent, US Collateral Agent, and a US Letter of Credit Issuer and a Canadian Letter of Credit Issuer, UBS AG CANADA BRANCH, as Canadian Administrative Agent and Canadian Collateral Agent, WELLS FARGO CAPITAL FINANCE, LLC, as Co-Collateral Agent, DEUTSCHE BANK AG NEW YORK BRANCH, as a US Letter of Credit Issuer, DEUTSCHE BANK AG CANADA BRANCH, as a Canadian Letter of Credit Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION as a US Letter of Credit Issuer and a Canadian Letter of Credit Issuer and UBS LOAN FINANCE LLC, as Swingline Lender.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Canadian Guarantee. The rules of construction and other interpretative provisions specified in Section 1(b) of the Canadian Guarantee shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. The Canadian Guarantors have entered into the Canadian Guarantee in order to induce the Agents, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement, to induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and to induce one or more Hedge Banks to enter into Secured Hedging Agreements with any Credit Party. Section 9.10 of the Credit Agreement and Section 20 of the Canadian Guarantee provide that additional Subsidiaries may become Canadian Guarantors under the Canadian Guarantee by

[Canadian Guarantee]

execution and delivery of an instrument in the form of this Supplement. Each undersigned Subsidiary (each a “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Canadian Guarantor under the Canadian Guarantee in order to induce the Lenders and the [Canadian] Letter of Credit Issuers to make additional Extensions of Credit to the Borrowers under the Credit Agreement, to induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party and to induce one or more Hedge Banks to enter into Secured Hedging Agreements with any Credit Party and as consideration for Extensions of Credit previously made, Cash Management Services previously provided, and Secured Hedging Agreements previously entered into.

Accordingly, the Canadian Collateral Agent and each New Guarantor agrees as follows:

SECTION 1. In accordance with Section 20 of the Canadian Guarantee, each New Guarantor by its signature below becomes a Canadian Guarantor under the Canadian Guarantee with the same force and effect as if originally named therein as a Canadian Guarantor and each New Guarantor hereby (a) agrees to all the terms and provisions of the Canadian Guarantee applicable to it as a Canadian Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Canadian Guarantor thereunder are true and correct on and as of the date hereof (except to the extent that they expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date). Each reference to a Canadian Guarantor in the Canadian Guarantee shall be deemed to include each New Guarantor. The Canadian Guarantee is hereby incorporated herein by reference.

SECTION 2. Each New Guarantor represents and warrants to the Canadian Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “PDF” or “TIF” file)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the Canadian Borrowers and the Canadian Collateral Agent. This Supplement shall become effective as to each New Guarantor when the Canadian Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Guarantor and the Canadian Collateral Agent.

SECTION 4. Except as expressly supplemented hereby, the Canadian Guarantee shall remain in full force and effect.

SECTION 5. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

[Canadian Guarantee]

- 2 -

SECTION 6. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Canadian Guarantee, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to each New Guarantor shall be given to it in care of the Company at the Company’s address set forth in Section 13.2 of the Credit Agreement.

SECTION 8. Each New Guarantor agrees to reimburse the Canadian Collateral Agent for its reasonable and documented out-of-pocket costs and expenses in connection with this Supplement, including the reasonable fees, disbursements and other charges of counsel for the Canadian Collateral Agent.

IN WITNESS WHEREOF, each New Guarantor and the Canadian Collateral Agent have duly executed this Supplement to the Canadian Guarantee as of the day and year first above written.

[NEW GUARANTOR(S)],
By:
	Name:
	Title:
UBS AG CANADA BRANCH, as Canadian Collateral Agent,
By:
	Name:
	Title:
By:
	Name:
	Title:

[Canadian Guarantee]

- 3 -

EX-10.9

Exhibit 10.9

INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT is dated as of October 13, 2010, and entered into by and between UBS AG, Stamford Branch, in its capacity as collateral agent under the Revolving Loan Documents (as defined below), including its successors and assigns in such capacity from time to time (“Revolving Collateral Agent”), and Wells Fargo Bank, National Association, in its capacity as collateral agent under the Indenture and Notes Collateral Documents (as defined below), including its successors and assigns in such capacity from time to time (“Notes Collateral Agent”).

RECITALS

Carey Intermediate Holdings Corp., a Delaware corporation (“Holdings”), Associated Materials, LLC, a Delaware limited liability company (“AMLLC”), Gentek Holdings, LLC (“GHLLC”) and Gentek Building Products, Inc. (“GBPI”, and, collectively with AMLLC and GHLLC, the “US Borrowers”, and each, a “US Borrower”), Associated Material Canada Limited (“AMCL”), Gentek Canada Holdings Limited (“GCHL”) and Gentek Building Products Limited Partnership (“GBPLP” and collectively with AMCL, GCHL and the US Borrowers, the “Revolving Borrowers”, and each, a “Revolving Borrower”), the banks, financial institutions and other institutional lenders and investors from time to time parties thereto, UBS AG, Stamford Branch, as US Administrative Agent, US Collateral Agent and Letter of Credit Issuer, UBS AG, Canada Branch, as Canadian Administrative Agent and Canadian Collateral Agent, Wells Fargo Capital Finance, LLC, as Co-Collateral Agent and UBS Loan Finance LLC, as Swingline Lender and Deutsche Bank Trust Company Americas, as Letter of Credit Issuer have entered into that certain Revolving Credit Agreement dated as of the date hereof (the “Revolving Credit Agreement”);

AMLLC, Carey Acquisition Corp. (“Carey”), Carey New Finance, Inc. (“Finance Sub”), certain other Subsidiaries of AMLLC (such Subsidiaries, each a “Notes Guarantor” and collectively, jointly and severally, the “Notes Guarantors”) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”) and Notes Collateral Agent, have entered into that certain Indenture dated as of the date hereof (the “Indenture”), pursuant to which Carey’s and Finance Sub’s 9.125% senior secured notes due 2017 (the “Notes”) were issued;

Pursuant to that certain Notes Security Agreement dated as of the date hereof (the “Notes Security Agreement”), AMLLC and each of the Subsidiaries listed on Annex A thereto (together with AMLLC, collectively, the “Notes Grantors”) and pursuant to that certain Notes Pledge Agreement dated as of the date hereof (the “Notes Pledge Agreement”), AMLLC and each of the Subsidiaries listed on Schedule 1 thereto (together with AMLLC, collectively, the “Notes Pledgors”) have granted security interests in the Notes Collateral to the Notes Collateral Agent to secure the Notes Obligations;

Pursuant to that certain US Security Agreement dated as of the date hereof (the “US Revolving Security Agreement”), Holdings, AMLLC and each of the Subsidiaries listed on Annex A thereto together with Holdings and AMLLC, collectively, the “US Revolving Grantors”) and pursuant to that certain U.S. Revolving Pledge Agreement dated as of the date hereof (the “Revolving Pledge Agreement”), Holdings, AMLLC and each of the Subsidiaries listed on Schedule 1 thereto (together with AMLLC, collectively, the “US Revolving Pledgors”) have granted security interests in the Revolving Collateral to the Revolving Collateral Agent to secure the Revolving Obligations;

Pursuant to that certain US Guarantee dated as of the date hereof, Holdings, AMLLC and each of the Subsidiaries listed on Annex A thereto have guaranteed certain of the Revolving Obligations;

The Revolving Obligations are to be secured (i) on a first priority basis by Liens on the Revolving Priority Collateral and (ii) on a second priority basis by Liens on the Notes Priority Collateral;

The Notes Obligations are to be secured (i) on a first priority basis by Liens on the Notes Priority Collateral and (ii) on a second priority basis by Liens on the Revolving Priority Collateral;

The Revolving Loan Documents and the Notes Documents provide, among other things, that the parties thereto shall set forth in this Agreement their respective rights and remedies with respect to the Collateral and certain other matters; and

Revolving Collateral Agent and Notes Collateral Agent have agreed to the intercreditor and other provisions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1. Definitions.

1.1 UCC Terms. The following terms have the meanings given to them in the UCC and terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined): “account”, “account debtor”, “chattel paper”, “commercial tort claim”, “deposit account”, “equipment”, “fixture”, “general intangible”, “goods”, “instruments”, “inventory”, “letter-of-credit right”, “proceeds”, “record”, “securities account”, “security” and “supporting obligation”.

1.2 Defined Terms. As used in the Agreement, the following terms shall have the following meanings:

“Agreement” means this Intercreditor Agreement.

“AMLLC” has the meaning set forth in the recitals to this Agreement.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Law” means the Bankruptcy Code and any other federal, state, or foreign law for the relief of debtors.

“Business Day” means any day other than a Saturday, Sunday, or day on which commercial banks in the state of New York are authorized or required by law to remain closed.

“Cash Collateral” has the meaning set forth in Section 6.2.

“Claimholders” means, with respect to the Revolving Obligations, all Revolving Claimholders and with respect to the Notes Obligations, all Notes Claimholders.

“Collateral” means any and all of the assets and property of any Grantor, whether real, personal or mixed, which constitute Revolving Collateral or Notes Collateral.

“Default Disposition” means any private or public Disposition of (i) all or any material portion of the Revolving Priority Collateral by one or more Grantors with the consent of Revolving Collateral Agent after the occurrence and during the continuance of a Revolving Default (and prior to the Discharge of Revolving Obligations) or (ii) all or any material portion of the Notes Priority Collateral by one or more Grantors with the consent of Notes Collateral Agent after the occurrence and during the continuance of a Notes Default (and prior to the Discharge of Notes Obligations), which Disposition is conducted by such Grantors with the consent of Revolving Collateral Agent in the case of the former, or Notes Collateral Agent in the case of the latter, in connection with good faith efforts by Revolving Collateral Agent or Notes Collateral Agent, as the case may be, to collect the Revolving Obligations through the Disposition of Revolving Priority Collateral or the Notes Obligations through the Disposition of Notes Priority Collateral.

-2-

“DIP Financing” has the meaning set forth in Section 6.2.

“Discharge of Notes Obligations” means, except to the extent otherwise expressly provided in Section 5.5(b), all Notes Obligations (other than contingent indemnification obligations for which no underlying claim has been asserted) have been indefeasibly paid, performed or discharged in full (with all such Notes Obligations consisting of monetary or payment obligations having been paid in full in cash).

“Discharge of Revolving Obligations” means, except to the extent otherwise expressly provided in Section 5.5(a): (a) all Revolving Obligations (other than contingent indemnification obligations for which no underlying claim has been asserted) have been indefeasibly paid, performed or discharged in full (with all such Revolving Obligations consisting of monetary or payment obligations having been paid in full in cash), (b) no Person has any further right to obtain any loans, letters of credit, bankers’ acceptances, or other extensions of credit under the documents relating to such Revolving Obligations, and (c) any and all letters of credit, bankers’ acceptances or similar instruments issued under such documents have been cancelled and returned (or backed by stand-by guarantees or cash collateralized) in accordance with the terms of such documents.

“Disposition” or “Dispose” means the sale, assignment, transfer, license, lease (as lessor), exchange, or other disposition (including any sale and leaseback transaction) of any property by any person (or the granting of any option or other right to do any of the foregoing).

“Enforcement Notice” shall mean a written notice delivered by either the Revolving Collateral Agent or the Notes Collateral Agent to the other stating that a Revolving Default or Notes Default, as applicable, has occurred and is continuing under the Revolving Credit Agreement or the Indenture, as applicable, and that an Enforcement Period has commenced with respect to the Revolving Priority Collateral or Notes Priority Collateral, as applicable, specifying the relevant event of default, stating the current balance of the Revolving Obligations or the Note Obligations, as applicable, and requesting the current balance of the Revolving Obligations or Note Obligations, as applicable, owing to the noticed party.

“Enforcement Period” shall mean the period of time following the receipt by either the Revolving Collateral Agent or the Notes Collateral Agent of an Enforcement Notice from the other and continuing until the earliest of (a) in case of an Enforcement Period commenced by the Notes Collateral Agent, the Discharge of Notes Obligations, (b) in the case of an Enforcement Period commenced by the Revolving Collateral Agent, the Discharge of Revolving Obligations, or (c) the Revolving Collateral Agent or the Notes Collateral Agent (as applicable) terminate, or agree in writing to terminate, the Enforcement Period (including in connection with a waiver or cure of the default that gave rise to such Enforcement Notice).

“Excluded Foreign Collateral” means (a) any Capital Stock of a Canadian Subsidiary (as defined in the Revolving Credit Agreement) that is a Subsidiary of a AMLCC and (b) all assets and property owned by the Excluded Foreign Grantors and subject to the Revolving Loan Documents, including, without limitation, (x) all “Collateral” (as defined in the Canadian Security Agreement) (as defined in the Revolving Credit Agreement)) and (y) all “Collateral” (as defined in the Canadian Pledge Agreement (as defined in the Revolving Credit Agreement)).

“Excluded Foreign Grantors” means, collectively, all borrowers, guarantors and grantors under the Revolving Loan Documents not organized under the laws of any state of the United States or the District of Columbia, including, without limitation, the “Canadian Credit Parties” (as defined in the Revolving Credit Agreement).

“Excluded Holdings Collateral” means (a) all assets and property owned by Holdings and subject to the Revolving Loan Documents and (b) all “Collateral” (as defined in the US Revolving Pledge Agreement) of Holdings.

-3-

“Exercise any Secured Creditor Remedies” or “Exercise of Secured Creditor Remedies” means (a) the taking of any action to enforce any Lien in respect 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 Collateral, including the institution of any judicial or nonjudicial foreclosure proceedings or having or seeking to have a trustee, receiver, liquidator or similar official appointed for or over the Collateral or taking any action to take possession of the Collateral, the noticing of any public or private sale or other Disposition pursuant to Article 9 of the UCC or any diligently pursued in good faith attempt to vacate or obtain relief from a stay or other injunction restricting any other action described in this definition, (b) the exercise of any right or remedy provided to a secured creditor under the Revolving Loan Documents or the Notes Documents (including, in either case, any delivery of any notice to otherwise seek to obtain payment directly from any account debtor of any Grantor or the taking of any action or the exercise of any right or remedy in respect of the setoff or recoupment against the Collateral or proceeds of Collateral), under applicable law, at equity, in an Insolvency Proceeding or otherwise, including credit bidding or otherwise the acceptance of Collateral in full or partial satisfaction of a Lien, (c) the sale, assignment, transfer, lease, license, or other Disposition of all or any portion of the Collateral, by private or public sale or any other means, (d) the solicitation of bids from third parties to conduct the liquidation of all or a material portion of Collateral to the extent undertaken and being diligently pursued in good faith to consummate the Disposition of such Collateral within a commercially reasonable time, (e) the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers, or other third parties for the purposes of valuing, marketing, or Disposing of, all or a material portion of the Collateral to the extent undertaken and being diligently pursued in good faith to consummate the Disposition of such Collateral within a commercially reasonable time, (f) the exercise of any other enforcement right relating to the Collateral (including the exercise of any voting rights relating to any capital stock composing a portion of the Collateral or seeking relief from the automatic stay) whether under the Revolving Loan Documents, the Notes Documents, under applicable law of any jurisdiction, in equity, in an Insolvency Proceeding, or otherwise, or (g) the pursuit of Default Dispositions relative to all or a material portion of the Collateral to the extent undertaken and being diligently pursued in good faith to consummate the Disposition of such Collateral within a commercially reasonable time but in all cases excluding (i) the establishment of borrowing base reserves, collateral ineligibles, or other conditions for advances, (ii) the changing of advance rates or advance sublimits, (iii) the imposition of a default rate or late fee, (iv) the collection and application of accounts or other monies deposited from time to time in deposit accounts or securities accounts, in each case, to the extent constituting Revolving Priority Collateral, against the Revolving Obligations pursuant to the provisions of the Revolving Loan Documents (including, without limitation, the notification of account debtors, depositary institutions or any other Person to deliver proceeds of Collateral to the Revolving Collateral Agent), (v) the cessation of lending pursuant to the provisions of the Revolving Loan Documents, including upon the occurrence of a default on the existence of an overadvance, (vi) the filing of a proof of claim in any Insolvency, (vii) the consent by the Revolving Collateral Agent to disposition by any Grantor of any of the Revolving Priority Collateral (other than in connection with liquidation of the Revolving Priority Collateral at the request of the Revolving Collateral Agent), and (viii) the acceleration of the Notes Obligations or the Revolving Obligations.

“Finance Sub” has the meaning set forth in the recitals to this Agreement.

“Governmental Authority” means the government of the United States of America or any other nation, any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government.

“Grantors” means the US Revolving Grantors, the US Revolving Pledgors, the Notes Grantors, the Notes Pledgors and each other person (other than the Excluded Foreign Grantors) that may from time to time execute and deliver a Revolving Collateral Document or a Notes Collateral Document as a “debtor,” “grantor,” or “pledgor” (or the equivalent thereof); provided that Holdings is a “Grantor” solely with respect to the Revolving Collateral Documents and not with respect to the Notes Collateral Documents.

“Holdings” has the meaning set forth in the recitals to this Agreement.

“Indenture” has the meaning set forth in the recitals to this Agreement.

-4-

“Insolvency Proceeding” means:

(a) any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to any Grantor;

(b) any other voluntary or involuntary insolvency or bankruptcy case or proceeding, or any receivership, liquidation or other similar case or proceeding with respect to any Grantor or with respect to a material portion of its assets;

(c) any liquidation, dissolution, or winding up of any Grantor (other than as permitted by the Notes Documents and the Revolving Loan Documents) whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(d) any assignment for the benefit of creditors or any other marshaling of assets for creditors of any Grantor or other similar arrangement in respect of such Grantor’s creditors generally.

“Intellectual Property” means the “Intellectual Property” as that term is defined in the Notes Security Agreement as in effect on the date hereof.

“Letters of Credit” means the “Letters of Credit,” as that term is defined in the Revolving Credit Agreement.

“Lien” means 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.

“Mortgage” means each mortgage, deed of trust or deed to secure debt pursuant to which a Grantor grants to the (a) Revolving Collateral Agent, for the benefit of the Revolving Claimholders, Liens upon the real estate Collateral owned by such Grantor, as security for the Revolving Obligations or (b) Notes Collateral Agent, for the benefit of the Notes Claimholders, Liens upon the real estate Collateral owned by such Grantor, as security for the Notes Obligations.

“Notes Claimholders” means holders of Notes, the Trustee, the Notes Collateral Agent and any holders of, or trustees, collateral agents or other representatives with respect to, Other Pari Passu Lien Obligations.

“Notes Collateral Agent” has the meaning set forth in the preamble to this Agreement.

“Notes Collateral” means any and all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Notes Obligations. For the avoidance of doubt, the Notes Collateral shall not include any Excluded Foreign Collateral or Excluded Holdings Collateral.

“Notes Collateral Documents” means the Notes Security Agreement, the Notes Pledge Agreement and any other agreement pursuant to which a Lien is granted securing any Notes Obligations or under which rights or remedies with respect to such Liens are governed.

“Notes Default” means any “Event of Default,” as such term is defined in the Indenture, or any event of default under any other Notes Document.

“Notes Documents” means the Indenture, the Notes and the Notes Collateral Documents.

“Notes Grantors” has the meaning set forth in the recitals to this Agreement.

“Notes Guarantor” has the meaning set forth in the recitals to this Agreement.

-5-

“Notes Obligations” means all obligations and all amounts owing, due, or secured under the Notes Documents, and all Other Pari Passu Lien Obligations, whether now existing or arising hereafter, including all principal, premium, interest, fees, attorneys fees, costs, charges, expenses, reimbursement obligations, indemnities, guarantees, and all other amounts payable under or secured by any Notes Document or Other Pari Passu Lien Obligations Agreement (including, in each case, all amounts accruing on or after the commencement of any Insolvency Proceeding relating to AMLLC).

“Notes Pledge Agreement” has the meaning set forth in the recitals to this Agreement.

“Notes Pledged Shares” means the “Pledged Shares” as defined in the Notes Pledge Agreement.

“Notes Pledgors” has the meaning set forth in the recitals to this Agreement.

“Notes Priority Collateral” means all now owned or hereafter acquired Notes Collateral that constitutes:

(i) all Notes Pledged Shares;

(ii) all equipment;

(iii) all Intellectual Property;

(iv) all Pledged Debt (as defined in the Notes Pledge Agreement);

(v) all Real Estate Assets;

(vi) all general intangibles, instruments, books and records and supporting obligations related to the foregoing and proceeds of the foregoing (except to the extent any of the foregoing constitute Revolving Priority Collateral; and

(viii) all other goods (including but not limited to fixtures) and assets of each Notes Grantor not constituting Revolving Priority Collateral, Excluded Foreign Collateral or Excluded Holdings Collateral, whether tangible or intangible and wherever located.

Notwithstanding the foregoing, the Notes Priority Collateral shall not include any Excluded Foreign Collateral or Excluded Holdings Collateral.

“Notes Security Agreement” has the meaning set forth in the recitals to this Agreement.

“Obligations” shall mean, as applicable, (a) all Revolving Obligations and (b) all Notes Obligations.

“Other Pari Passu Lien Obligations” means indebtedness or other obligations of AMLLC, Finance Sub or the Notes Guarantors issued following the date of this Agreement to the extent (a) such indebtedness is not prohibited by the terms of the Revolving Credit Agreement, the Indenture and each then extant Other Pari Passu Lien Obligations Agreement from being secured by Liens on the Notes Collateral ranking pari passu with the Liens securing the Notes, (b) the Notes Grantors and Notes Pledgors have granted Liens, consistent with clause (a), on the Notes Collateral to secure the obligations in respect of such indebtedness, (c) such indebtedness or other obligations constitute “Other Pari Passu Lien Obligations” as defined in the Indenture, and (d) the Other Pari Passu Lien Obligations Agent, for the holders of such indebtedness has entered into a joinder agreement on behalf of the holders under such agreement acknowledging that such holders shall be bound by the terms hereof applicable to Notes Claimholders.

“Other Pari Passu Lien Obligations Agent” means the Person appointed to act as trustee, agent or representative for the holders of Other Pari Passu Lien Obligations pursuant to any Other Pari Passu Lien Obligations Agreement.

“Other Pari Passu Lien Obligations Agreement” means the indenture, credit agreement or other agreement under which any Other Pari Passu Lien Obligations are incurred.

-6-

“Person” means any natural person, corporation, trust, business trust, joint venture, joint stock company, association, company, limited liability company, partnership, Governmental Authority, or other entity.

“Pledged Collateral” has the meaning set forth in Section 5.4(a).

“Priority Collateral” with respect to the Revolving Claimholders, all Revolving Priority Collateral, and with respect to the Notes Claimholders, all Notes Priority Collateral.

“Real Estate Asset” means, at any time of determination, any fee interest of AMLLC, Finance Sub or any Notes Guarantor; in owned real property; provided that such asset has a fair market value in excess of $5.0 million.

“Recovery” has the meaning set forth in Section 6.7.

“Refinance” means, in respect of any indebtedness, to refinance, modify, extend, renew, defease, supplement, restructure, replace, refund or repay, or to issue other indebtedness in exchange or replacement for such indebtedness, in whole or in part, whether with the same or different lenders, arrangers and/or agents. “Refinanced” and “Refinancing” shall have correlative meanings.

“Revolving Borrower” and “Revolving Borrowers” have the meanings set forth in the recitals to this Agreement.

“Revolving Claimholders” means, at any relevant time, the holders of Revolving Obligations at that time, including Revolving Lenders, Letter of Credit Issuers (as defined in the Revolving Credit Agreement), Cash Management Banks (as defined in the Revolving Credit Agreement), Hedge Banks (as defined in the Revolving Credit Agreement) and the Agents (as defined in the Revolving Credit Agreement) and any lender, or duly appointed trustee or collateral agent or other duly appointed agent with respect to any Revolving Obligations described in clause (ii) of the definition thereof.

“Revolving Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Revolving Obligations (but excluding, for purposes hereof, all Excluded Foreign Collateral and Excluded Holdings Collateral).

“Revolving Collateral Agent” has the meaning set forth in the preamble to this Agreement.

“Revolving Collateral Documents” means the US Revolving Security Agreement, the US Revolving Pledge Agreement and any other agreement, document, or instrument pursuant to which a Lien is granted securing any Revolving Obligation or under which rights or remedies with respect to such Liens are governed.

“Revolving Credit Agreement” has the meaning set forth in the recitals to this Agreement.

“Revolving Default” means any “Event of Default”, as such term is defined in the Revolving Credit Agreement, or any event of default under any other Revolving Loan Document.

“Revolving Lenders” means the “Lenders” as defined in the Revolving Credit Agreement and any lenders with respect to any Revolving Obligations described in clause (ii) of the definition thereof.

“Revolving Loan Documents” means the Revolving Credit Agreement, the Revolving Collateral Documents and each of the other Credit Documents (as defined in the Revolving Credit Agreement) and any agreements under which any Revolving Obligations described in clause (ii) of the definition thereof are incurred.

“Revolving Obligations” means (i) the “Obligations” as that term is defined in the Revolving Credit Agreement and (ii) any other “Lenders Debt” as defined in the Indenture) (including, in each case, all amounts accruing on or after the commencement of any Insolvency Proceeding relating to any Grantor and all amounts that would have accrued or become due under the terms of the Revolving Loan Documents but for the effect of the Insolvency Proceeding and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in such Insolvency Proceeding).

-7-

“Revolving Priority Collateral” means all now owned or hereafter acquired Revolving Collateral that constitutes:

(i) all Accounts (except to the extent such accounts constitute proceeds of the Notes Priority Collateral);

(ii) all Instruments, Chattel Paper and other contracts, in each case, evidencing or substituted for any Accounts described in clause (i);

(iii) all Deposit Accounts and Securities Accounts into which any proceeds of Accounts or Inventory are deposited (including all cash and other funds or other property held in or on deposit therein, except to the extent constituting identifiable proceeds of the Notes Priority Collateral or constituting Excluded Accounts (as defined in the US Revolving Security Agreement));

(iv) all documents of title for any Inventory;

(v) all tax refunds;

(vi) all Inventory;

(vii) all guarantees, letters of credit, Letter -of -Credit Rights, security and other credit enhancement, in each case, for the Accounts;

(viii) all commercial tort claims and general intangibles (other than Intellectual Property) to the extent relating to any Accounts or Inventory;

(ix) all books and records pertaining to the foregoing; and

(x) all substitutions, replacements, accessions, products or proceeds (including, without limitation, insurance proceeds) of any of the forgoing.

“Subsidiary” of a person means a corporation, partnership, limited liability company, or other entity in which that person directly or indirectly owns or controls at least 50% of the shares of capital stock having ordinary voting power to vote in the election of directors (or appoint other comparable managers) of such corporation, partnership, limited liability company, or other entity.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

“US Revolving Grantors” has the meaning set forth in the recitals to this Agreement.

“US Revolving Pledge Agreement” has the meaning set forth in the recitals to this Agreement.

“US Revolving Pledgors” has the meaning set forth in the recitals to this Agreement.

“US Revolving Security Agreement” has the meaning set forth in the recitals to this Agreement.

-8-

“Use Period” means the period commencing on the date that the Revolving Collateral Agent (or any Revolving Claimholder acting with the consent of the Revolving Collateral Agent) commences the Exercise of Secured Creditor Remedies in connection with any Revolving Priority Collateral in a manner as provided in Section 3.8 (having theretofore furnished the Notes Collateral Agent with an Enforcement Notice) and ending on the earlier to occur of (i) 180 days thereafter and (ii) the Discharge of Revolving Obligations. If any stay or other order that prohibits any of the Revolving Collateral Agent or the other Revolving Claimholders from commencing and continuing to Exercise any Secured Creditor Remedies or to liquidate and sell the Revolving Priority Collateral has occurred by operation of law or has been entered by a court of competent jurisdiction, such 180-day period shall be tolled during the pendency of any such stay or other order and the Use Period shall be so extended and upon lifting of the automatic stay, if there are fewer than 90 days remaining in such 180 day period, than such 180 day period shall be extended so that the Revolving Collateral Agent and the Revolving Claimholders have 90 days upon lifting of the automatic stay.

1.3 Construction. The definitions of terms in this Agreement 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.” The term “or” shall be construed to have, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” Unless the context requires otherwise:

(a) except as otherwise provided herein, any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, supplemented, modified, renewed, extended, Refinanced, refunded, or replaced;

(b) any reference to any agreement, instrument, or other document herein “as in effect on the date hereof” shall be construed as referring to such agreement, instrument, or other document without giving effect to any amendment, restatement, supplement, modification, or Refinance after the date hereof;

(c) any definition of or reference to Revolving Obligations or Notes Obligations herein shall be construed as referring to the Revolving Obligations or Notes Obligations (as applicable) as from time to time amended, restated, supplemented, modified, renewed, extended, Refinanced, refunded, or replaced;

(d) any reference herein to any person shall be construed to include such person’s successors and assigns;

(e) 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;

(f) all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(g) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.

SECTION 2. Lien Priorities.

2.1 Relative Priorities. Notwithstanding the date, time, method, manner, or order of grant, attachment, or perfection of any Liens securing (or purportedly securing) the Revolving Obligations with respect to the Collateral or of any Liens securing (or purportedly securing) the Notes Obligations with respect to the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency Proceeding) and notwithstanding any contrary provision of the UCC or any other applicable law or the Revolving Loan Documents or the Notes Documents, as applicable, or any defect or deficiencies in, or failure to attach or perfect, the Liens securing (or purportedly securing) any of the Obligations, or any other circumstance whatsoever, the Notes Collateral Agent and the Revolving Collateral Agent hereby agree that:

(a) any Lien with respect to the Revolving Priority Collateral securing any Revolving Obligations now or hereafter held by or on behalf of, or created for the benefit of, Revolving Collateral Agent or any Revolving Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien with respect to the Revolving Priority Collateral securing any Notes Obligations;

-9-

(b) any Lien with respect to the Notes Priority Collateral securing any Notes Obligations now or hereafter held by or on behalf of, or created for the benefit of, Notes Collateral Agent or any Notes Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien with respect to the Notes Priority Collateral securing any Revolving Obligations;

(c) any Lien with respect to the Revolving Priority Collateral securing any Notes Obligations now or hereafter held by or on behalf of, or created for the benefit of, Notes Collateral Agent, any Notes Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens with respect to the Revolving Priority Collateral securing any Revolving Obligations; and

(d) any Lien with respect to the Notes Priority Collateral securing any Revolving Obligations now or hereafter held by or on behalf of, or created for the benefit of, Revolving Collateral Agent, any Revolving Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens with respect to the Notes Priority Collateral securing any Notes Obligations.

The subordination of Liens provided for in this Agreement shall continue to be effective with respect to any part of the Collateral from and after the date hereof whether such Liens are declared, or ruled to be, invalid, unenforceable, void or not allowed by a court of competent jurisdiction, as a result of any action taken by the Notes Collateral Agent or the Revolving Collateral Agent, as applicable, or any failure by such person to take any action, with respect to any financing statement (including any amendment to or continuation thereof), mortgage or other perfection document.

2.2 Prohibition on Contesting Liens. Each of Notes Collateral Agent, for itself and on behalf of each Notes Claimholder, and Revolving Collateral Agent, for itself and on behalf of each Revolving Claimholder, agrees that it will not (and hereby waives any right to), directly or indirectly, contest, or support any other person in contesting, in any proceeding (including any Insolvency Proceeding): (a) the priority, validity, attachment, perfection or enforceability of a Lien in the Collateral, held by or on behalf of Revolving Collateral Agent or any other Revolving Claimholders or by or on behalf of the Notes Collateral Agent or any other Notes Claimholders, (b) the priority, validity, perfection, or enforceability of any Obligations, including the allowability or priority of any Obligations in any Insolvency Proceeding, or (c) the priorities, rights or duties established by, or other provisions of this Agreement; provided, however that nothing in this Agreement shall be construed to prevent or impair the rights of Revolving Collateral Agent, any Revolving Claimholder, Notes Collateral Agent or any Notes Claimholder to enforce the terms of this Agreement, including the provisions of this Agreement relating to the priority of the Liens in the Collateral securing the Revolving Obligations and the Notes Obligations, as applicable, as provided in Section 3.

2.3 New Liens. During the term of this Agreement, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the parties hereto agree, subject to Section 6, that no Grantor shall:

(a) grant or suffer to exist any Liens on any asset to secure any Notes Obligation unless such Grantor also offers to grant, and, at the option of the Revolving Collateral Agent, grants a Lien on such asset to secure the Revolving Obligations concurrently with the grant of a Lien thereon in favor of Notes Collateral Agent in accordance with the priorities set forth in this Agreement; or

(b) grant or suffer to exist any Liens on any asset (other than Excluded Foreign Collateral and Excluded Holdings Collateral) to secure any Revolving Obligations unless such Grantor grants, a Lien on such asset to secure the Notes Obligations concurrently with the grant of a Lien thereon in favor of Revolving Collateral Agent in accordance with the priorities set forth in this Agreement.

-10-

To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to Revolving Collateral Agent or Revolving Claimholders, the Notes Collateral Agent, on behalf of the Notes Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2, and without limiting any other rights and remedies available to Notes Collateral Agent or Notes Claimholders, the Revolving Collateral Agent, on behalf of the Revolving Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

2.4 Cooperation in Designating Collateral. In furtherance of Section 9.8, the parties hereto agree to and the Grantors shall, in each case subject to the other provisions of this Agreement upon request by Revolving Collateral Agent or Notes Collateral Agent, cooperate in good faith (and direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the Revolving Priority Collateral and the Notes Priority Collateral and the steps taken or to be taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the Revolving Loan Documents and the Notes Documents.

SECTION 3. Exercise of Remedies.

3.1 Exercise of Remedies by Notes Collateral Agent. Until the Discharge of Revolving Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, Notes Collateral Agent and Notes Claimholders:

(a) will not exercise or seek to exercise any rights or remedies with respect to any Revolving Priority Collateral (including any Exercise of Secured Creditor Remedies with respect to any Revolving Priority Collateral);

(b) subject to Section 3.4 and Section 3.7, will not directly or indirectly contest, protest, or object to or hinder any Exercise of Secured Creditor Remedies by Revolving Collateral Agent or any Revolving Claimholder with respect to any Revolving Priority Collateral and have no right to direct Revolving Collateral Agent to Exercise any Secured Creditor Remedies with respect to any Revolving Priority Collateral or take any other action under the Revolving Loan Documents with respect to any Revolving Priority Collateral;

(c) will not object to (and waive any and all claims with respect to) the forbearance by Revolving Collateral Agent or Revolving Claimholders from Exercising any Secured Creditor Remedies with respect to any Revolving Priority Collateral;

(d) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Lien that the Notes Claimholders have on Revolving Priority Collateral equal with, or to give the Notes Claimholders any preference or priority relative to, any Lien that the Revolving Claimholders have with respect to such Revolving Priority Collateral;

(e) will have no right to (i) direct the Revolving Collateral Agent or any Revolving Claimholder to exercise any right, remedy or power with respect to such Revolving Priority Collateral or (ii) consent to the exercise by the Revolving Collateral Agent or any Revolving Claimholder of any right, remedy or power with respect to such Revolving Priority Collateral; and

(f) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement.

-11-

3.2 Exercise of Remedies by Revolving Collateral Agent. Until the Discharge of Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, Revolving Collateral Agent and Revolving Claimholders:

(a) will not exercise or seek to exercise any rights or remedies with respect to any Notes Priority Collateral (including any Exercise of Secured Creditor Remedies with respect to any Notes Priority Collateral);

(b) subject to Section 3.4 and Section 3.7, will not directly or indirectly contest, protest, or object to or hinder any Exercise of Secured Creditor Remedies by Notes Collateral Agent or any Notes Claimholder with respect to any Notes Priority Collateral and has no right to direct Notes Collateral Agent to Exercise any Secured Creditor Remedies with respect to any Notes Priority Collateral or take any other action under the Notes Documents with respect to any Notes Priority Collateral;

(c) will not object to (and waives any and all claims with respect to) the forbearance by Notes Collateral Agent or any Notes Claimholder from Exercising any Secured Creditor Remedies with respect to any Notes Priority Collateral;

(d) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Lien that the Revolving Claimholders have on Notes Priority Collateral equal with, or to give the Revolving Claimholders any preference or priority relative to, any Lien that the Notes Claimholders have with respect to such Notes Priority Collateral;

(e) will have no right to (i) direct the Notes Collateral Agent or any Notes Claimholder to exercise any right, remedy or power with respect to such Notes Priority Collateral or (ii) consent to the exercise by the Notes Collateral Agent or any Notes Claimholder of any right, remedy or power with respect to such Notes Priority Collateral; and

(f) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement.

3.3 Exclusive Enforcement Rights. (a) Until the Discharge of Revolving Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Revolving Collateral Agent shall have the exclusive right to Exercise any Secured Creditor Remedies with respect to the Revolving Priority Collateral without any consultation with or the consent of Notes Collateral Agent or any Notes Claimholder and (b) until the Discharge of Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, Notes Collateral Agent shall have the exclusive right to Exercise any Secured Creditor Remedies with respect to the Notes Priority Collateral without any consultation with or the consent of the Revolving Collateral Agent or any Revolving Claimholder. In connection with any Exercise of Secured Creditor Remedies, each of Notes Collateral Agent, the Notes Claimholders, Revolving Collateral Agent and the Revolving Claimholders may enforce the provisions of the Notes Collateral Documents or Revolving Collateral Documents, as applicable, and exercise rights, powers and remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of its Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law.

3.4 Claimholders Permitted Actions. Anything to the contrary in Sections 3.1 and 3.2 notwithstanding, each of the Notes Collateral Agent and the Revolving Collateral Agent may:

(a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a proof of claim or statement of interest with respect to its Collateral or otherwise with respect to the Notes Obligations or the Revolving Obligations, as the case may be, or otherwise file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of such Grantor arising under any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement or applicable law (including the Bankruptcy Code or other comparable laws of any applicable jurisdiction);

-12-

(b) take any action (not adverse to the priority status of the Liens on the Collateral of the other, or the rights of the other or any Claimholders to Exercise any Secured Creditor Remedies) in order to create, perfect, preserve or protect (but not enforce) its Lien in and to its Collateral;

(c) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any person objecting to or otherwise seeking the disallowance or subordination of its claims or its Claimholders or the avoidance of its Liens;

(d) make any arguments and motions that are, in each case, in accordance with, the terms of this Agreement;

(e) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Priority Collateral of the other party initiated by such other party to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay or otherwise interfere with the Exercise of Secured Creditor Remedies by such other party (it being understood that, (a) with respect to Revolving Priority Collateral, neither Notes Collateral Agent nor any Notes Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein and (b) with respect to Notes Priority Collateral, neither Revolving Collateral Agent nor any Revolving Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and

(f) take any action described in clauses (i) through (viii) of the definition of Exercise of Secured Creditor Remedies.

Anything to the contrary in Sections 3.1 and 3.2 notwithstanding, each Notes Claimholder and each Revolving Claimholder may vote on any plan of reorganization.

Except as expressly set forth in this Agreement, each Notes Claimholder and each Revolving Claimholder shall have any and all rights and remedies it may have as a creditor under any applicable law, including the right to the Exercise of Secured Creditor Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral (and any judgment Lien obtained in connection therewith) shall be subject to the Lien priorities set forth herein and to the provisions of this Agreement. Subject to Section 3.7, the Revolving Collateral Agent may enforce the provisions of the Revolving Loan Documents, the Notes Collateral Agent may enforce the provisions of the Notes Documents and each may Exercise any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law; provided, however, that each of the Revolving Collateral Agent and the Notes Collateral Agent agrees to provide to the other (x) an Enforcement Notice prior to its Exercise of Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Grantor; provided further, however, that the Revolving Collateral Agent’s failure to provide copies of any such notices to the Notes Collateral Agent shall not impair any of the Revolving Collateral Agent’s rights hereunder or under any of the Revolving Loan Documents and the Notes Collateral Agent’s failure to provide copies of any such notices to the Revolving Collateral Agent shall not impair any of the Notes Collateral Agent’s rights hereunder or under any of the Notes Documents. Each of the Notes Collateral Agent, each Notes Claimholder, the Revolving Collateral Agent and each Revolving Claimholder agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Notes Collateral Agent and each Notes Claimholder, against either the Revolving Collateral Agent or any other Revolving Claimholder, and in the case of the Revolving Collateral Agent and each other Revolving Claimholder, against either the Notes Collateral Agent or any other Notes Claimholder, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such parties shall be liable for any such action taken or omitted to be taken.

-13-

3.5 Retention of Proceeds.

(a) Notes Collateral Agent agrees that prior to the Discharge of the Revolving Obligations, Notes Claimholders will only be entitled to retain proceeds of Notes Priority Collateral in connection with an Exercise of Secured Creditor Remedies that are not prohibited under Section 3.1 above. Notes Claimholders shall not be permitted to retain any proceeds of Revolving Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Revolving Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2.

(b) Revolving Collateral Agent agrees that prior to the Discharge of the Notes Obligations, Revolving Claimholders will only be entitled to retain proceeds of Revolving Priority Collateral in connection with an Exercise of Secured Creditor Remedies that are not prohibited under Section 3.2 above. Revolving Claimholders shall not be permitted to retain any proceeds of Notes Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Notes Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2.

(c) Notwithstanding anything contained in this Agreement to the contrary, in the event of any Disposition or series of related Dispositions that includes Revolving Priority Collateral and Notes Priority Collateral where the aggregate sales price is not allocated between the Revolving Priority Collateral and Notes Priority Collateral being sold (including in connection with or as a result of the sale of the capital stock of a Grantor), then solely for purposes of this Agreement, the allocation of proceeds of such Disposition to the Revolving Priority Collateral shall be based upon, in the case of (i) any Revolving Priority Collateral consisting of inventory, at book value as assessed on the date of such Disposition, (ii) any Revolving Priority Collateral consisting of accounts receivable, at book value as assessed on the date of such Disposition and (iii) all other Revolving Priority Collateral and Notes Priority Collateral, at fair market value of such Revolving Priority Collateral and Notes Priority Collateral sold, as determined by AMLLC in its reasonable judgment or, if the aggregate amount of such other Revolving Priority Collateral and Notes Priority Collateral sold is greater than $20,000,000, an independent appraiser.

3.6 Non-Interference. Subject to Sections 3.1, 3.2, 3.3, 3.4, and 6.5(b), each of Notes Collateral Agent, for itself and on behalf of the Notes Claimholders, and the Revolving Collateral Agent, for itself and on behalf of the Revolving Claimholders, hereby:

(a) subject to Section 3.7, agrees that it will not, directly or indirectly, take any action that would restrain, hinder, limit, delay, or otherwise interfere with any Exercise of Secured Creditor Remedies by the other with respect to such other party’s Priority Collateral, or that is otherwise prohibited hereunder, including any Disposition of such other person’s Priority Collateral, whether by foreclosure or otherwise; and

(b) subject to Section 3.7, waives any and all rights it or its Claimholders may have as a junior lien creditor or otherwise to object to the manner in which such other party seeks to enforce or collect such other party’s respective Obligations or the Liens securing such Obligations granted in any of such other party’s Priority Collateral, regardless of whether any action or failure to act by or on behalf of such other person is adverse to the interest of it or its Claimholder.

3.7 Commercially Reasonable Dispositions. The Notes Collateral Agent, for itself and on behalf of the Notes Claimholders, hereby irrevocably, absolutely, and unconditionally waives any right to object (and seek or be awarded any relief of any nature whatsoever based on any such objection), at any time prior or subsequent to any disposition of any of the Revolving Priority Collateral, on the ground(s) that any such disposition of Revolving Priority Collateral (a) would not be or was not “commercially reasonable” within the meaning of any applicable UCC and/or (b) would not or did not comply with any other requirement under any applicable UCC or under any other applicable law governing the manner in which a secured creditor (including one with a Lien on real property) is to realize on its collateral. The Revolving Collateral Agent, for itself and on behalf of the Revolving Claimholders, hereby irrevocably, absolutely and unconditionally waives any right to object (and seek or be awarded any relief of any nature whatsoever based on any such objection), at any time prior to or subsequent to any disposition of any Notes Priority Collateral, on the ground(s) that any such disposition of Notes Priority Collateral (a) would not be or was not “commercially reasonable” within the meaning of any applicable UCC and/or (b) would not or did not comply with any other requirement under any applicable UCC or under any other applicable law governing the manner in which a secured creditor (including one with a Lien on real property) is to realize on its collateral.

-14-

3.8 Inspection and Access Rights.

(a) If the Notes Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any receiver, shall, after any Notes Default, obtain possession or physical control of any of the real properties subject to a Mortgage, the Notes Collateral Agent shall promptly notify the Revolving Collateral Agent in writing of that fact, and the Revolving Collateral Agent shall, within fifteen (15) Business Days thereafter, notify the Notes Collateral Agent in writing as to whether the Revolving Collateral Agent desires to exercise access rights under this Section 3.8. In addition, if the Revolving Collateral Agent, or any agent or representative or the Revolving Collateral Agent, or any receiver, shall obtain possession or physical control of any of the real properties subject to a Mortgage or any of the tangible Notes Priority Collateral located on any premises other than real properties subject to a Mortgage or control over any intangible Notes Priority Collateral, following the delivery to the Notes Collateral Agent of an Enforcement Notice, then the Revolving Collateral Agent shall promptly notify the Notes Collateral Agent in writing that the Revolving Collateral Agent is exercising its access rights under this Agreement and its rights under Section 3.9 under either circumstance. Upon delivery of such notice by the Revolving Collateral Agent to the Notes Collateral Agent, the parties shall confer in good faith to coordinate with respect to the Revolving Collateral Agent’s exercise of such access rights. Consistent with the definition of “Use Period,” access rights may apply to differing parcels of real properties subject to a Mortgage at differing times, in which case, a differing Use Period will apply to each such property.

(b) Without limiting any rights the Revolving Collateral Agent or any other Revolving Claimholder may otherwise have under applicable law or by agreement and whether or not the Notes Collateral Agent or any other Notes Claimholder has commenced and is continuing to Exercise any Secured Creditor Remedies of the Notes Collateral Agent, the Revolving Collateral Agent or any other Person (including any Revolving Claimholder) acting with the consent, or on behalf, of the Revolving Collateral Agent, shall have the right during the Use Period, (a) during normal business hours on any Business Day, to access Revolving Priority Collateral that (i) is stored or located in or on, (ii) has become an accession with respect to (within the meaning of Section 9-335 of the UCC), or (iii) has been commingled with (within the meaning of Section 9-336 of the UCC), Notes Priority Collateral, and (b) access the Notes Priority Collateral (including, without limitation, equipment, fixtures, Intellectual Property, general intangibles and real property and equipment, processors, computers and other machinery related to the storage or processing of records, documents or files), each of the foregoing in order to assemble, inspect, copy or download information stored on, take actions to perfect its Lien on, complete a production run of Inventory involving, take possession of, move, prepare and advertise for sale, sell (by public auction, private sale or a “store closing,” “going out of business” or similar sale, whether in bulk, in lots or to customers in the ordinary course of business or otherwise and which sale may include augmented Inventory of the same type sold in AMLLC’s business), store, take reasonable actions to protect, secure and otherwise enforce the rights of the Revolving Collateral Agent in and to the Revolving Priority Collateral, or otherwise deal with the Revolving Priority Collateral, in each case without the involvement of or interference by any Notes Claimholder or liability to any Notes Claimholder. In the event that any Revolving Claimholder has commenced and is continuing the Exercise of any Secured Creditor Remedies with respect to any Revolving Priority Collateral, this Agreement will not restrict the rights of the Notes Collateral Agent to sell, assign or otherwise transfer the related Notes Priority Collateral prior to the expiration of the Use Period if the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.8.

(c) During the period of actual occupation, use and/or control by the Revolving Claimholders and/or the Revolving Collateral Agent (or their respective employees, agents, advisers and representatives) of any Notes Priority Collateral or other assets or property, the Revolving Claimholders and the Revolving Collateral Agent shall 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. Notwithstanding the foregoing, in no event shall the Revolving Claimholders or the Revolving Collateral Agent have any liability to the Notes Claimholders and/or to the Notes Collateral Agent pursuant to this Section 3.8 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 Revolving Claimholders (or the Revolving Collateral Agent, as the case may be) of their rights under this Section 3.8 and the Revolving Claimholders shall have no 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 thereof by the Revolving Claimholders, or for any diminution in the value of the Notes Priority Collateral that results solely from ordinary wear and tear resulting from the use of the Notes Priority Collateral by the Revolving Claimholders in the manner and for the time periods specified under this Section 3.8. Without limiting the rights granted in this Section 3.8, the Revolving Claimholders and the Revolving Collateral Agent shall cooperate with the Notes Claimholders and/or the Notes Collateral Agent in connection with any efforts made by the Notes Claimholders and/or the Notes Collateral Agent to sell the Notes Priority Collateral.

-15-

(d) The Revolving Collateral Agent and the Revolving Claimholders shall not be obligated to pay any amounts to the Notes Collateral Agent or the Notes Claimholders (or any person claiming by, through or under the Notes Claimholders, including any purchaser of the Notes Priority Collateral) or to any Grantor, for or in respect of the use by the Revolving Collateral Agent and the Revolving Claimholders of the Notes Priority Collateral; provided that Revolving Collateral Agent and the other Revolving Claimholders shall be obligated to pay any third-party expenses related thereto, including costs with respect to heat, light, electricity and water with respect to that portion of any premises so used or occupied, or that arise as a result of such use. In the event, and only in the event, that in connection with its use of some or all of the premises constituting Notes Priority Collateral, the Revolving Collateral Agent requires the services of any employees of AMLLC or any of its Subsidiaries, the Revolving Collateral Agent shall pay directly to any such employees the appropriate, allocated wages of such employees, if any, during the time periods that the Revolving Collateral Agent requires their services.

(e) The Revolving Claimholders shall use the Notes Priority Collateral in accordance with applicable law.

(f) Subject to Section 3.7, the Notes Collateral Agent and the other Notes Claimholders (i) will cooperate with the Revolving Collateral Agent in its efforts pursuant to Section 3.8(b) to enforce its security interest in the Revolving Priority Collateral and to finish any work-in-process and assemble the Revolving Priority Collateral, (ii) will not hinder or restrict in any respect the Revolving Collateral Agent from enforcing its security interest in the Revolving Priority Collateral or from finishing any work-in-process or assembling the Revolving Priority Collateral pursuant to Section 3.8(b), and (iii) will, subject to the rights of any landlords under real estate leases, permit the Revolving Collateral Agent, its employees, agents, advisers and representatives to exercise the rights described in Section 3.8(b).

(g) Subject to the terms hereof, the Notes Collateral Agent may advertise and conduct public auctions or private sales of the Notes Priority Collateral, without the involvement of or interference by any Revolving Claimholder or liability to any Revolving Claimholder as long as, in the case of an actual sale, the respective purchaser assumes and agrees in advance in writing to the obligations of the Notes Collateral Agent and the Notes Claimholders under this Section 3.8. If the Revolving Collateral Agent conducts a public auction or private sale of the Revolving Priority Collateral at any of the real property included within the Notes Collateral, the Revolving Collateral Agent shall provide the Notes Collateral Agent with reasonable notice and use reasonable efforts to hold such auction or sale in a manner which would not unduly disrupt the Notes Collateral Agent’s use of such real property.

3.9 Sharing of Information and Access. In the event that the Revolving Collateral Agent shall, in the exercise of its rights under the Revolving Collateral Documents or otherwise, receive possession or control of any books and records of any Grantor which contain information identifying or pertaining to the Notes Priority Collateral, the Revolving Collateral Agent shall, upon request from the Notes Collateral Agent and as promptly as practicable thereafter, either make available to the Notes Collateral Agent such books and records for inspection and duplication or provide to the Notes Collateral Agent copies thereof. In the event that the Notes Collateral Agent shall, in the exercise of its rights under the Notes Collateral Documents or otherwise, receive possession or control of any books and records of any Grantor which contain information identifying or pertaining to any of the Revolving Priority Collateral, the Notes Collateral Agent shall, upon request from the Revolving Collateral Agent and as promptly as practicable thereafter, either make available to the Revolving Collateral Agent such books and records for inspection and duplication or provide the Revolving Collateral Agent copies thereof.

3.10 Tracing of and Priorities in Proceeds. The Revolving Collateral Agent, for itself and on behalf of the Revolving Claimholders, and the Notes Collateral Agent, for itself and on behalf of the Notes Claimholders, further agree that prior to an issuance of any Enforcement Notice by such Claimholder (unless a bankruptcy or insolvency Revolving Default or Notes Default then exists), any proceeds of Collateral obtained in accordance with the terms of the Revolving Loan Documents and the Notes Documents, whether or not deposited under control agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Claimholders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In addition, unless and until the Discharge of Revolving Obligations occurs, the Notes Collateral Agent, for itself and on behalf of the Notes Claimholders, each hereby consents to the application, prior to the receipt by the Revolving Collateral Agent of an Enforcement Notice issued by the Notes Collateral Agent, of cash or other proceeds of Collateral, deposited under deposit account control agreements to the repayment of Revolving Obligations pursuant to the Revolving Loan Documents.

-16-

SECTION 4. Proceeds.

4.1 Application of Proceeds.

(a) Prior to the Discharge of Revolving Obligations, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, except as otherwise provided in Section 3.5, any Revolving Priority Collateral or proceeds thereof received in connection with any Exercise of Secured Creditor Remedies shall (at such time as such Collateral or proceeds has been monetized) be applied: (i) first, to the payment in full in cash or cash collateralization of the Revolving Obligations in accordance with the Revolving Loan Documents, and in the case of payment of any revolving loans following any acceleration of the Revolving Obligations and resulting from a foreclosure or a “store closing,” “going out of business” or similar sale of Revolving Priority Collateral, together with the concurrent permanent reduction of any revolving loan commitment thereunder in an amount equal to the amount of such payment and (ii) second, to the payment in full in cash of the Notes Obligations in accordance with the Notes Documents.

(b) Prior to the Discharge of Notes Obligations, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, except as otherwise provided in Section 3.5, any Notes Priority Collateral or proceeds thereof received in connection with any Exercise of Secured Creditor Remedies shall (at such time as such Collateral or proceeds has been monetized) be applied: (i) first, to the payment in full in cash or cash collateralization of the Notes Obligations in accordance with the Notes Documents and (ii) second, to the payment in full in cash or cash collateralization of the Revolving Obligations in accordance with the Revolving Loan Documents.

(c) If any Exercise of Secured Creditor Remedies with respect to the Collateral produces non-cash proceeds, then such non-cash proceeds shall be held by the agent that conducted the Exercise of Secured Creditor Remedies as additional Collateral and, at such time as such non-cash proceeds are monetized, shall be applied as set forth above.

4.2 Turnover. Unless and until the earlier of the Discharge of Revolving Obligations or the Discharge of the Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, except as otherwise provided in Section 3.5, (a) any Revolving Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(a) received by Notes Collateral Agent or any Notes Claimholder, pursuant to any Notes Collateral 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, after Notes Collateral Agent or such Notes Claimholder obtains actual knowledge or notice from the Revolving Collateral Agent that it has possession of such Revolving Priority Collateral and/or such proceeds, shall be segregated and held in trust and shall reasonably promptly be paid over to the Revolving Collateral Agent for the benefit of the Revolving Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct and (b) any Notes Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(b) received by the Revolving Collateral Agent or any Revolving Claimholder, pursuant to any Revolving Collateral 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, after Revolving Collateral Agent or such revolving Claimholder obtains actual knowledge or notice from the Notes Collateral Agent that it has possession of such Notes Priority Collateral and/or such proceeds, shall be segregated and held in trust and shall reasonably promptly be paid over to the Notes Collateral Agent for the benefit of the Notes Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct; provided, however, in the case of any proceeds of Notes Priority Collateral received by Revolving Collateral Agent or any Revolving Claimholder in connection with a Disposition of Notes Priority Collateral by any Grantor, if a Grantor does not provide prior written notice of such Disposition to Revolving Collateral Agent specifying the amount and source of such proceeds, neither Revolving Collateral Agent nor any Revolving Claimholder shall have any obligation to pay over any proceeds of such Disposition to Notes Collateral Agent. Each of Notes Collateral Agent and the Revolving Collateral Agent is hereby authorized to make any such endorsements as agent for the other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the earlier of the Discharge of Revolving Obligations or the Notes Obligations.

-17-

The Notes Collateral Agent for itself and each Notes Claimholder agrees that if, at any time, all or part of any payment with respect to any Revolving Obligations secured by any Revolving Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to the Revolving Collateral Agent any payment received by it in respect of any such Revolving Priority Collateral and shall promptly turn any such Revolving Priority Collateral then held by it over to the Revolving Collateral Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Revolving Obligations.

The Revolving Collateral Agent for itself and each Revolving Claimholder agrees that if, at any time, all or part of any payment with respect to any Notes Obligations secured by any Notes Priority Collateral previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Notes Collateral Agent any payment received by it in respect of any such Notes Priority Collateral and shall promptly turn any such Notes Priority Collateral then held by it over to the Notes Collateral Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Notes Obligations.

4.3 No Subordination of the Relative Priority of Claims. Anything to the contrary contained herein notwithstanding, the subordination of the Liens of Notes Claimholders to the Liens of Revolving Claimholders and of the Liens of Revolving Claimholders to the Liens of Notes Claimholders as set forth herein is with respect to the priority of the respective Liens held by or on behalf of them only and shall not constitute a subordination of the Notes Obligations to the Revolving Obligations or the Revolving Obligations to the Notes Obligations.

4.4 Application of Payments. Subject to the other terms of this Agreement, all payments received (not in violation of this Agreement) by (a) the Revolving Collateral Agent or the Revolving Claimholders may be applied, reversed and reapplied, in whole or in part, to the Revolving Obligations to the extent provided for in the Revolving Loan Documents and (b) the Notes Collateral Agent or the Note Claimholders may be applied, reversed and reapplied, in whole or in part, to the Note Obligations to the extent provided for in the Note Documents.

4.5 Revolving Nature of Revolving Obligations. The Notes Collateral Agent, on behalf of the Notes Claimholders, acknowledges and agrees that the Revolving Credit Agreement includes a revolving commitment and that the amount of the Revolving Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed.

SECTION 5. Releases; Dispositions; Other Agreements.

5.1 Releases.

(a) If, in connection with the Exercise of Secured Creditor Remedies by Revolving Collateral Agent as provided for in Section 3, irrespective of whether a Revolving Default or a Notes Default has occurred and is continuing, Revolving Collateral Agent releases any of its Liens on any part of the Revolving Priority Collateral, then the Liens of Notes Collateral Agent on such Revolving Priority Collateral shall be automatically, unconditionally, and simultaneously released so long as all proceeds therefrom are applied to permanently repay the Revolving Obligations; provided, however, that any proceeds remaining after the Discharge of Revolving Obligations shall be subject to the Liens of the Notes Claimholders. Notes Collateral Agent, for itself or on behalf of any such Notes Claimholders, promptly shall execute and deliver to Revolving Collateral Agent such termination or amendment statements, releases, and other documents as Revolving Collateral Agent may request to effectively confirm such release, at the cost and expense of AMLLC and without the consent or direction of any other Notes Claimholders.

-18-

(b) If, in connection with the Exercise of Secured Creditor Remedies by Notes Collateral Agent as provided for in Section 3, irrespective of whether a Revolving Default or a Notes Default has occurred and is continuing, Notes Collateral Agent releases any of its Liens on any part of the Notes Priority Collateral, then the Liens of Revolving Collateral Agent on such Notes Priority Collateral shall be automatically, unconditionally, and simultaneously released so long as all proceeds therefrom are applied to permanently repay, repurchase or otherwise retire Notes Obligations; provided, however, that any proceeds remaining after the Discharge of Notes Obligations shall be subject to the Liens of the Revolving Claimholders. Revolving Collateral Agent, for itself or on behalf of any such Revolving Claimholders, promptly shall execute and deliver to Notes Collateral Agent such termination or amendment statements, releases, and other documents as Notes Collateral Agent may request to effectively confirm such release, at the cost and expense of AMLLC and without the consent or direction of any other Revolving Claimholders.

(c) If, in connection with any Disposition of any Revolving Priority Collateral permitted under the terms of the Revolving Loan Documents and the Notes Documents as in effect at the time of such Disposition, Revolving Collateral Agent, for itself or on behalf of any Revolving Claimholders, releases any of its Liens on the portion of the Revolving Priority Collateral that is the subject of such Disposition, other than (i) in connection with the Discharge of Revolving Obligations, or (ii) after the occurrence and during the continuance of any Notes Default, then the Liens of Notes Collateral Agent on such Collateral shall be automatically, unconditionally, and simultaneously released. Notes Collateral Agent, for itself or on behalf of any such Notes Claimholders, promptly shall execute and deliver to Revolving Collateral Agent such termination or amendment statements, releases, and other documents as Revolving Collateral Agent may request to effectively confirm such release, at the cost and expense of AMLLC and without the consent or direction of any other Notes Claimholders.

(d) If, in connection with any Disposition of any Notes Priority Collateral permitted under the terms of the Notes Documents and the Revolving Loan Documents as in effect at the date of such Disposition, Notes Collateral Agent, for itself or on behalf of any Notes Claimholders, releases any of its Liens on the portion of the Notes Priority Collateral that is the subject of such Disposition, other than (i) in connection with the Discharge of Notes Obligations, or (ii) after the occurrence and during the continuance of any Revolving Default, then the Liens of Revolving Collateral Agent on such Collateral shall be automatically, unconditionally, and simultaneously released. Revolving Collateral Agent, for itself or on behalf of any such Revolving Claimholders, promptly shall execute and deliver to Notes Collateral Agent such termination or amendment statements, releases, and other documents as Notes Collateral Agent may request to effectively confirm such release, at the cost and expense of AMLLC and without the consent or direction of any other Revolving Claimholders.

(e) In the event that any Collateral that would be Revolving Priority Collateral is no longer Collateral pursuant to the effects of clause (10) of the definition of “Excluded Assets” in the Indenture (or any comparable provision in any successor Notes Document), such Collateral shall automatically be deemed not to be Notes Collateral under the Notes Collateral Documents. Notes Collateral Agent, for itself or on behalf of any such Notes Claimholders, promptly shall execute and deliver to AMLLC such termination or amendment statements, releases, and other documents as AMLLC may request to effectively confirm such release, at the cost and expense of AMLLC and without the consent or direction of any other Notes Claimholders.

5.2 Insurance.

(a) Unless and until written notice by the Revolving Collateral Agent to the Notes Collateral Agent that the Discharge of Revolving Obligations has occurred: (i) the Revolving Collateral Agent and the Revolving Claimholders shall have the sole and exclusive right, subject to the rights of Grantors under the Revolving Loan Documents, to adjust and settle any claim under any insurance policy covering the Revolving Priority Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Revolving Priority Collateral; and (ii) all proceeds of any such insurance policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect of Revolving Priority Collateral, shall be paid, subject to the rights of Grantors under the Revolving Loan Documents, first, to the Revolving Claimholders, until the Discharge of Revolving Obligations, second, to the Notes Claimholders, until the Discharge of Notes Obligations, and third, to the owner of the subject property, such other person as may be entitled thereto, or as a court of competent jurisdiction may otherwise direct. If the Notes Collateral Agent receives any proceeds of any insurance policy in contravention of this Agreement, it shall hold such proceeds in trust and upon request pay over such proceeds to the Revolving Collateral Agent.

-19-

(b) Unless and until written notice by the Notes Collateral Agent to the Revolving Collateral Agent that the Discharge of Notes Obligations has occurred: (i) the Notes Collateral Agent and the Notes Claimholders shall have the sole and exclusive right, subject to the rights of Grantors under the Notes Documents, to adjust and settle any claim under any insurance policy covering the Notes Priority Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Notes Priority Collateral; and (ii) all proceeds of any such insurance policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect of Notes Priority Collateral, shall be paid, subject to the rights of Grantors under the Notes Documents, first, to Notes Claimholders, until the Discharge of Notes Obligations, second, to the Revolving Claimholders, until the Discharge of Revolving Obligations, and third, to the owner of the subject property, such other person as may be entitled thereto, or as a court of competent jurisdiction may otherwise direct. If the Revolving Collateral Agent receives any proceeds of any insurance policy in contravention of this Agreement, it shall hold such proceeds in trust and pay over such proceeds to the Notes Collateral Agent.

In the event that any proceeds are derived from any insurance policy that covers Revolving Priority Collateral and Notes Priority Collateral, the Revolving Collateral Agent and the Notes Collateral Agent at the direction of the Notes Claimholders will work jointly and in good faith to collect, adjust or settle (subject to the rights of the Grantors under the Revolving Loan Documents and the Notes Documents) any claim under the relevant insurance policy.

Notwithstanding anything contained in this Agreement to the contrary, in the event that any proceeds are derived from any insurance policy that covers Revolving Priority Collateral and Notes Priority Collateral where the allocation of proceeds is not stipulated between Revolving Priority Collateral and Notes Priority Collateral, then the allocation of proceeds of such insurance policy to the Revolving Priority Collateral shall be based upon, in the case of (A) any Revolving Priority Collateral consisting of inventory, at book value as assessed on the date of such loss, (B) any Revolving Priority Collateral consisting of accounts receivable, at book value as assessed on the date of such loss and (C) all other Revolving Priority Collateral and Notes Priority Collateral, at fair market value of such Revolving Priority Collateral and Notes Priority Collateral lost, as determined by AMLLC in its reasonable judgment or, if the aggregate amount of such other Revolving Priority Collateral and Notes Priority Collateral sold is greater than $20,000,000, an independent appraiser.

(c) To effectuate the foregoing, AMLLC shall provide Revolving Collateral Agent and Notes Collateral Agent with separate lender’s loss payable endorsements naming themselves as loss payee and additional insured, as their interests may appear, with respect to policies which insure Collateral hereunder.

5.3 Amendments; Refinancings.

(a) The Revolving Loan Documents may be amended, supplemented, or otherwise modified in accordance with their terms and the Revolving Obligations may be Refinanced in accordance with the terms of the Revolving Loan Documents, in each case without notice to, or the consent of, Notes Collateral Agent or the Notes Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the Collateral, the holders of such Refinancing debt (or an authorized representative or their behalf) bind themselves (in a writing addressed to Notes Collateral Agent for the benefit of itself and the Notes Claimholders in a form reasonably acceptable to the Notes Collateral Agent) to the terms of this Agreement; provided further, that any such amendment, supplement, modification, or Refinancing shall not result in a Notes Default under the Indenture; provided further, however, that, if such Refinancing debt is secured by a Lien on any Collateral the holders of such Refinancing debt shall be deemed bound by the terms hereof regardless of whether or not such writing is provided. For the avoidance of doubt, the sale or other transfer of indebtedness is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of Revolving Obligations and Notes Obligations.

-20-

(b) The Notes Documents may be amended, supplemented, or otherwise modified in accordance with their terms and the Notes Obligations may be Refinanced in accordance with the terms of the Notes Documents, in each case without notice to, or the consent of, Revolving Collateral Agent or the Revolving Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the Collateral, the holders of such Refinancing debt (or an authorized representative or their behalf) bind themselves (in a writing addressed to Revolving Collateral Agent for the benefit of itself and the Revolving Claimholders as the Revolving Collateral Agent shall reasonably request) to the terms of this Agreement; provided further, that any such amendment, supplement, modification, or Refinancing shall not, result in a Revolving Default under the Revolving Credit Agreement; provided further, however, that, if such Refinancing debt is secured by a Lien on any Collateral the holders of such Refinancing debt shall be deemed bound by the terms hereof regardless of whether or not such writing is provided. For the avoidance of doubt, the sale or other transfer of indebtedness is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of Revolving Obligations and Notes Obligations.

(c) So long as the Discharge of Revolving Obligations has not occurred, the Notes Collateral Agent agrees that each Notes Collateral Document shall include the following language (or similar language acceptable to the Revolving Collateral Agent): “Notwithstanding anything herein to the contrary, the liens and security interests granted to Wells Fargo Bank, National Association, as Notes Collateral Agent, pursuant to this Agreement and the exercise of any right or remedy by Wells Fargo Bank, National Association, as Notes Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of October 13, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between UBS AG, Stamford Branch, as Revolving Collateral Agent and Wells Fargo Bank, National Association, as Notes Collateral Agent. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control.”

(d) So long as the Discharge of Notes Obligations has not occurred, the Revolving Collateral Agent agrees that each Revolving Collateral Document shall include the following language (or similar language acceptable to the Notes Collateral Agent): “Notwithstanding anything herein to the contrary, the liens and security interests granted to UBS AG, Stamford Branch, as Revolving Collateral Agent, pursuant to this Agreement and the exercise of any right or remedy by UBS AG, Stamford, as Revolving Collateral Agent, hereunder, are subject to the provisions of the Intercreditor Agreement dated as of October 13, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between UBS AG, Stamford Branch, as Revolving Collateral Agent and Wells Fargo Bank, National Association, as Notes Collateral Agent. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control.” The parties hereto hereby acknowledge that Section 26 of the Notes Pledge Agreement, Section 7.15 of the Notes Security Agreement, Section 26 of the US Revolving Pledge Agreement and Section 7.15 of the US Revolving Security Agreement, each as in effect as of the date hereof, comply with the requirements of this Section 5.3(d).

5.4 Bailee for Perfection.

(a) Revolving Collateral Agent and Notes Collateral Agent each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such Collateral, the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary agent for the benefit of and on behalf of the Notes Collateral Agent or Revolving Collateral Agent, as applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC), solely for the purpose of perfecting the security interest granted under the Notes Documents or the Revolving Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. The Notes Collateral Agent and the Notes Claimholders hereby appoint the Revolving Collateral Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Revolving Collateral Agent has a perfected security interest under the UCC. The Revolving Collateral Agent and the Revolving Claimholders hereby appoint the Notes Collateral Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Notes Collateral Agent has a perfected security interest under the UCC. Each of the Revolving Collateral Agent and Notes Collateral Agent hereby accept such appointments pursuant to this Section 5.4(a) and acknowledge and agree that it shall act for the benefit of and on behalf of the other Claimholders with respect to any Pledged Collateral and that any Proceeds received by the Revolving Collateral Agent or Notes Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of the Revolving Obligations, Notes Collateral Agent agrees to promptly notify Revolving Collateral Agent of any Pledged Collateral constituting Revolving Priority Collateral held by it or known by it to be held by any other Notes Claimholders, and, immediately

-21-

upon the request of Revolving Collateral Agent at any time prior to the Discharge of the Revolving Obligations, Notes Collateral Agent agrees to deliver to Revolving Collateral Agent any such Pledged Collateral held by it or by any Notes Claimholders, together with any necessary endorsements (or otherwise allow Revolving Collateral Agent to obtain control of such Pledged Collateral). Until the Discharge of Revolving Obligations, the Revolving Collateral Agent will Control (as defined in Sections 8-106, 9-104 and 9-106 of the UCC, as applicable) any Collateral constituting Deposit Accounts, Securities Accounts or Commodity Accounts and Controlled by the Revolving Collateral Agent as gratuitous bailee and as a non-fiduciary agent for the benefit of and on behalf of the Notes Collateral Agent as secured party and Notes Claimholders solely for the purpose of perfecting the security interest granted under the Notes Documents and subject to the terms and conditions of this Section 5.4; provided, that upon the Discharge of Revolving Obligations, the Revolving Collateral Agent shall cooperate to have any control agreements with respect to such Collateral assigned to the Notes Collateral Agent and continue to hold such Collateral pursuant to this clause until the earlier of the date (i) on which the Notes Collateral Agent has obtained control thereof for the purpose of perfecting its security interest, and (ii) which is sixty (60) days after the Discharge of Revolving Obligations.

(b) Revolving Collateral Agent and the Revolving Claimholders shall have no obligation whatsoever to Notes Collateral Agent or any Notes Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. Notes Collateral Agent and the Notes Claimholders shall have no obligation whatsoever to Revolving Collateral Agent or any Revolving Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of Revolving Collateral Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of Revolving Obligations as provided in paragraph (d) of this Section 5.4. The duties or responsibilities of Notes Collateral Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon Discharge of Notes Obligations pursuant to Section 5.4(e).

(c) Revolving Collateral Agent acting pursuant to this Section 5.4 shall not have by reason of the Revolving Collateral Documents, the Notes Collateral Documents, or this Agreement a fiduciary relationship in respect of Notes Collateral Agent or any Notes Claimholder. Notes Collateral Agent acting pursuant to this Section 5.4 shall not have by reason of the Revolving Collateral Documents, the Notes Collateral Documents, or this Agreement a fiduciary relationship in respect of Revolving Collateral Agent or any Revolving Claimholder.

(d) The Revolving Collateral Agent shall transfer to the Notes Collateral Agent (i) any proceeds of any Revolving Priority Collateral in which the Notes Collateral Agent continues to hold a security interest remaining following any sale, transfer or other disposition of such Revolving Priority Collateral (in each case, unless the Notes Collateral Agent’s Lien on all such Revolving Priority Collateral is terminated and released prior to or concurrently with such sale, transfer, disposition, payment or satisfaction), following the Discharge of Revolving Obligations, or (ii) if the Revolving Collateral Agent is in possession of all or any part of such Revolving Priority Collateral after the Discharge of Revolving Obligations, such Revolving Priority Collateral or any part thereof remaining, in each case without representation or warranty on the part of the Revolving Collateral Agent or any Revolving Claimholder. At such time, Revolving Collateral Agent further agrees to take all other action reasonably requested by Notes Collateral Agent at the expense of AMLLC to enable Notes Collateral Agent to obtain a first priority security interest in the Collateral. To the extent no Notes Obligations that are secured by such Pledged Collateral remain outstanding as confirmed in writing by Notes Collateral Agent (so as to allow such person to obtain possession or control of such Pledged Collateral), Revolving Collateral Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements to AMLLC. Without limiting the foregoing, the Notes Collateral Agent agrees for itself and each Notes Claimholder that neither the Revolving Collateral Agent nor any Revolving Claimholder will have any duty or obligation first to marshal or realize upon the Revolving Priority Collateral, or to sell, dispose of or otherwise liquidate all or any portion of the Revolving Priority Collateral, in any manner that would maximize the return to the Notes Claimholders, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Notes Claimholders from such realization, sale, disposition or liquidation.

-22-

(e) The Notes Collateral Agent shall transfer to the Revolving Collateral Agent (i) any proceeds of any Notes Priority Collateral in which the Revolving Collateral Agent continues to hold a security interest remaining following any sale, transfer or other disposition of such Notes Priority Collateral in each case, unless the Revolving Collateral Agent’s Lien on all such Notes Priority Collateral is terminated and released prior to or concurrently with such sale, transfer, disposition, payment or satisfaction), following the Discharge of Notes Obligations, or (ii) if the Notes Collateral Agent is in possession of all or any part of such Notes Priority Collateral after the Discharge of Notes Obligations, such Notes Priority Collateral or any part thereof remaining, in each case without representation or warranty on the part of the Notes Collateral Agent or any Notes Claimholder. At such time, Notes Collateral Agent further agrees to take all other action reasonably requested by Revolving Collateral Agent at the expense of AMLLC to enable Revolving Collateral Agent to obtain a first priority security interest in the Collateral. To the extent no Revolving Obligations that are secured by such Pledged Collateral remain outstanding as confirmed in writing by Revolving Collateral Agent (so as to allow such person to obtain possession or control of such Pledged Collateral), Notes Collateral Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements to AMLLC. Without limiting the foregoing, the Revolving Collateral Agent agrees for itself and each Revolving Claimholder that neither the Notes Collateral Agent nor any Notes Claimholder will have any duty or obligation first to marshal or realize upon the Notes Priority Collateral, or to sell, dispose of or otherwise liquidate all or any portion of the Notes Priority Collateral, in any manner that would maximize the return to the Revolving Claimholders, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Revolving Claimholders from such realization, sale, disposition or liquidation.

5.5 When Discharge of Obligations Deemed to Not Have Occurred.

(a) If Revolving Borrowers enter into any Refinancing of the Revolving Obligations that is intended to be secured by the Revolving Priority Collateral on a first-priority basis, then a Discharge of Revolving Obligations shall be deemed not to have occurred for all purposes of this Agreement, and the obligations under such Refinancing of such Revolving Obligations shall be treated as Revolving Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and Revolving Collateral Agent under the Revolving Loan Documents effecting such Refinancing shall be Revolving Collateral Agent for all purposes of this Agreement. Revolving Collateral Agent under such Revolving Loan Documents shall agree (in a writing addressed to Notes Collateral Agent) to be bound by the terms of this Agreement.

(b) If AMLLC and Finance Sub enter into any Refinancing of the Notes Obligations that is intended to be secured by the Notes Priority Collateral on a first-priority basis, then a Discharge of Notes Obligations shall be deemed not to have occurred for all purposes of this Agreement, and the obligations under such Refinancing of such Notes Obligations shall be treated as Notes Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the lender or group of lenders or any of their designees under the Notes Documents effecting such Refinancing shall be Notes Collateral Agent for all purposes of this Agreement. The lender or group of lenders or any of their designees under such Notes Documents shall agree (in a writing addressed to Notes Collateral Agent) to be bound by the terms of this Agreement.

5.6 Injunctive Relief. Should any Claimholder in any way take, attempt to, or threaten to take any action contrary to terms of this Agreement with respect to the Collateral, or fail to take any action required by this Agreement, the Notes Collateral Agent, the Revolving Collateral Agent or any other Claimholder, as the case may be, may obtain relief against such Claimholder by injunction, specific performance, or other appropriate equitable relief, it being understood and agreed by each of the Notes Collateral Agent, the Revolving Collateral Agent and each Claimholder that (a) non-breaching Claimholders’ damages from such actions may at that time be difficult to ascertain and may be irreparable, and (b) each Claimholder waives any defense that such Claimholder can demonstrate damages and/or be made whole by the awarding of damages. Revolving Collateral Agent, Notes Collateral Agent and each Claimholder hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by Revolving Collateral Agent or Revolving Claimholders or Notes Collateral Agent or Notes Claimholders, as the case may be.

-23-

SECTION 6. Insolvency Proceedings.

6.1 Enforceability and Continuing Priority. This Agreement shall be applicable both before and after the commencement of any Insolvency Proceeding and all converted or succeeding cases in respect thereof. The relative rights of Claimholders in or to any distributions from or in respect of any Collateral or Proceeds of Collateral shall continue after the commencement of any Insolvency Proceeding. Accordingly, the provisions of this Agreement (including, without limitation, Section 2.1 hereof) are intended to be and shall be enforceable as a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

6.2 Financing.

(a) Until the Discharge of Revolving Obligations, if any Grantor shall be subject to any Insolvency Proceeding and Revolving Collateral Agent consents to the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”) constituting Revolving Priority Collateral, or to permit any Grantor to obtain financing provided by any one or more Revolving Claimholders under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law secured by a Lien on such Revolving Priority Collateral that is (i) senior or pari passu with the Liens on the Revolving Priority Collateral securing the Notes Obligations and (ii) junior to the Liens on the Notes Priority Collateral securing the Notes Obligations (such financing, a “DIP Financing”), and if the Grantors desire to obtain authorization from the Bankruptcy Court to use such Cash Collateral or to obtain such DIP Financing, then Notes Collateral Agent agrees that it will be deemed to have consented, will raise no objection to, nor support any other Person objecting to, the use of such Cash Collateral or to such DIP Financing (including, except as set forth in clause (c) below, any objection based on an assertion that the Notes Claimholders are entitled to adequate protection of their interest in the Collateral as a condition thereto), and the Notes Collateral Agent will subordinate its Liens in the Revolving Priority Collateral to the Liens securing such DIP Financing, to the extent any Liens securing the Revolving Obligations are discharged, subordinated to, or made pari passu with any new Liens securing such DIP Financing and to any replacement or additional Liens granted as adequate protection of the interests of the Revolving Claimholders in the Collateral (“Revolving Lender Adequate Protection Lien”), in each case to the extent consistent with the other provisions of this Agreement; provided that (a) the Notes Collateral Agent retains its Lien on the Collateral to secure the Notes Obligations (in each case, including Proceeds thereof arising after the commencement of the Insolvency Proceeding) and, as to the Notes Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the Insolvency Proceeding and any Lien on the Notes Priority Collateral securing such DIP Financing and any Revolving Lender Adequate Protection Lien on the Notes Priority Collateral (and all obligations relating thereto, including any “carve-out” in favor of fees and expenses of professionals retained by any debtor or creditors’ committee as agreed to by the Revolving Collateral Agent and the Revolving Lenders with respect to Revolving Priority Collateral) is junior and subordinate to the Lien of the Notes Collateral Agent on the Notes Priority Collateral, (b) all Liens on Revolving Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the Revolving Collateral Agent and the Revolving Claimholders securing the Revolving Obligations on Revolving Priority Collateral, (c) to the extent that the Revolving Collateral Agent is granted a Revolving Lender Adequate Protection Lien on Collateral arising after the commencement of the Insolvency Proceeding or additional payments or claims, the Notes Claimholders are granted a Lien on such additional Collateral with the relative priority set forth in Section 2.1 (and no Revolving Collateral Agent or Revolving Claimholder shall oppose any motion by any Notes Claimholder with respect to the granting of such a Lien), and (d) the terms of such DIP Financing or Cash Collateral order do not either require such Notes Claimholders to extend additional credit pursuant to such DIP Financing or authorize the use of Cash Collateral consisting of Notes Priority Collateral. Revolving Claimholders agree not to offer to provide any DIP Financing that does not meet the requirements set forth in clauses (a) through (d) above in this paragraph. If the Revolving Claimholders offer to provide DIP Financing that meets the requirements set forth in clauses (a) through (d) above in this paragraph, and if the Grantors desire to obtain authorization from the Bankruptcy Court to obtain such DIP Financing, Notes Collateral Agent agrees, on behalf of itself and the other Notes Claimholders, that no Notes Claimholder shall, directly or indirectly, provide, offer to provide, or support any financing competing with the DIP Financing to be secured by a priming lien on the Revolving Priority Collateral. The foregoing provisions of this Section 6.2(a) shall not prevent Notes Collateral Agent from objecting to any provision in any Cash Collateral order or DIP Financing documentation relating to any provision or content of a plan of reorganization. The Revolving Collateral Agent, on behalf of itself and the Revolving Claimholders, agrees that no such Person shall provide to such Grantor any financing under Section 364 of the Bankruptcy Code to the extent that the Revolving Collateral Agent or any Revolving Claimholder would, in connection with such financing, be granted a Lien on the Notes Priority Collateral senior to or pari passu with any Liens of the Notes Collateral Agent.

-24-

(b) Until the Discharge of Notes Obligations, if any Grantor shall be subject to any Insolvency Proceeding and Notes Collateral Agent consents to the use of Cash Collateral constituting Notes Priority Collateral or to permit any Grantor to obtain financing provided by any one or more Notes Claimholders under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law secured by a Lien on Notes Priority Collateral that is (i) senior or pari passu with the Liens on the Notes Priority Collateral securing the Notes Obligations and (ii) junior to the Liens on the Revolving Priority Collateral securing the Revolving Obligations (such financing, a “Term DIP Financing”), and if the Grantors desire to obtain authorization from the Bankruptcy Court to use such Cash Collateral or to obtain such Term DIP Financing, then Revolving Collateral Agent agrees that it will be deemed to have consented, will raise no objection to, nor support any other Person objecting to, the use of such Cash Collateral or to such Term DIP Financing (including, except as set forth in clause (c) below, any objection based on an assertion that the Revolving Claimholders are entitled to adequate protection of their interest in the Collateral as a condition thereto) and, the Revolving Collateral Agent will subordinate its Liens in the Notes Priority Collateral to the Liens securing such Term DIP Financing, to the extent any Liens securing the Notes Obligations are discharged, subordinated to, or made pari passu with any new Liens securing such Term DIP Financing and to any replacement or additional Liens granted as adequate protection of the interests of the Notes Claimholders in the Collateral (“Notes Adequate Protection Lien”), in each case to the extent consistent with the other provisions of this Agreement; provided that (a) the Revolving Collateral Agent retains its Lien on the Collateral to secure the Revolving Obligations (in each case, including Proceeds thereof arising after the commencement of the Insolvency Proceeding) and, as to the Revolving Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the Insolvency Proceeding and any Lien on the Revolving Priority Collateral securing such Term DIP Financing and any Term Adequate Protection Lien on the Revolving Priority Collateral (and all obligations relating thereto, including any “carve-out” in favor of fees and expenses of professionals retained by any debtor or creditors’ committee as agreed to by the Notes Collateral Agent and the holders of the Notes with respect to Notes Priority Collateral) is junior and subordinate to the Lien of the Revolving Collateral Agent on the Revolving Priority Collateral, (b) all Liens on Notes Priority Collateral securing any such Term DIP Financing shall be senior to or on a parity with the Liens of the Notes Collateral Agent and the Notes Claimholders securing the Notes Obligations on Notes Priority Collateral, (c) to the extent that the Notes Collateral Agent is granted a Notes Adequate Protection Lien on Collateral arising after the commencement of the Insolvency Proceeding or additional payments or claims, the Revolving Claimholders are granted a Lien on such additional Collateral with the relative priority set forth in Section 2.1 (and no Notes Collateral Agent or Notes Claimholder shall oppose any motion by any Revolving Claimholder with respect to the granting of such a Lien), and (d) the terms of such Term DIP Financing or Cash Collateral order do not either require such Revolving Claimholders to extend additional credit pursuant to such Term DIP Financing or authorize the use of Cash Collateral consisting of Revolving Priority Collateral. Notes Claimholders agree not to offer to provide any Term DIP Financing that does not meet the requirements set forth in clauses (a) through (d) above in this paragraph. If the Notes Claimholders offer to provide Term DIP Financing that meets the requirements set forth in clauses (a) through (d) above in this paragraph, and if the Grantors desire to obtain authorization from the Bankruptcy Court to obtain such Term DIP Financing, Revolving Collateral Agent agrees, on behalf of itself and the other Revolving Claimholders, that no Revolving Claimholder shall, directly or indirectly, provide, offer to provide, or support any financing competing with the Term DIP Financing to be secured by a priming lien on the Notes Priority Collateral. The foregoing provisions of this Section 6.2(b) shall not prevent Revolving Collateral Agent from objecting to any provision in any Cash Collateral order or Term DIP Financing documentation relating to any provision or content of a plan of reorganization. The Notes Collateral Agent, on behalf of itself and the Notes Claimholders, agrees that no such Person shall provide to such Grantor any financing under Section 364 of the Bankruptcy Code to the extent that the Notes Collateral Agent or any Note Claimholder would, in connection with such financing, be granted a Lien on the Revolving Priority Collateral senior to or pari passu with any Liens of the Revolving Collateral Agent.

(c) All Liens granted to the Revolving Collateral Agent or the Notes Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the parties to be and shall be deemed to be subject to the Lien priorities in Section 2.1 and the other terms and conditions of this Agreement.

-25-

6.3 Sales. Subject to Sections 3.4(a) and 3.8, each of Notes Collateral Agent and Revolving Collateral Agent agrees that it will consent, and will not object or oppose, or support any party in opposing, a motion to Dispose of any Priority Collateral of the other party free and clear of any Liens or other claims under Section 363 or any other provision of the Bankruptcy Code if the requisite Revolving Claimholders under the Revolving Credit Agreement and the Revolving Collateral Agent, or Notes Claimholders under the Indenture and the Notes Collateral Agent, as the case may be, have consented to such Disposition of their respective Priority Collateral, such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party under Section 363(k) of the Bankruptcy Code (so long as the right of any Notes Claimholder to offset its claim against the purchase price for any Revolving Priority Collateral exists only after the Revolving Obligations have been paid in full in cash, and so long as the right of any Revolving Claimholder to offset its claim against the purchase price for any Notes Priority Collateral exists only after the Notes Obligations have been paid in full in cash), and the terms of any proposed order approving such transaction provide for the respective Liens to attach to the proceeds of the Priority Collateral that is the subject of such Disposition, subject to the Lien priorities in Section 2.1 and the other terms and conditions of this Agreement. Each of Notes Collateral Agent and Revolving Collateral Agent further agrees that it will not oppose, or support any party in opposing, the right of the other party to credit bid under Section 363(k) of the Bankruptcy Code, subject to the provision of the immediately preceding sentence.

6.4 Relief from the Automatic Stay.

(a) Until the Discharge of Revolving Obligations has occurred, the Notes Collateral Agent agrees not to seek (or support any other person seeking) relief from the automatic stay or any other stay in any Insolvency Proceeding in respect of the Revolving Priority Collateral, without the prior written consent of the Revolving Collateral Agent, unless (x) the Revolving Collateral Agent already has filed a motion (which remains pending) for such relief with respect to its interest in such Collateral and (y) a corresponding motion, in the reasonable judgment of the Notes Collateral Agent, should be filed for the purpose of preserving such party’s ability to receive residual distributions pursuant to Section 4.1, although the Notes Collateral Agent and the Notes Claimholders shall otherwise remain subject to the applicable restrictions in Section 3.1 following the granting of any such relief from the automatic stay.

(b) Until the Discharge of the Notes Obligations has occurred, the Revolving Collateral Agent agrees not to seek (or support any other person seeking) relief from the automatic stay or any other stay in any Insolvency Proceeding in respect of the Notes Priority Collateral, without the prior written consent of the Notes Collateral Agent, unless (x) the Notes Collateral Agent already has filed a motion (which remains pending) for such relief with respect to its interest in such Collateral and (y) a corresponding motion, in the reasonable judgment of the Revolving Collateral Agent, should be filed for the purpose of preserving such party’s ability to receive residual distributions pursuant to Section 4.1, although the Revolving Collateral Agent and the Revolving Claimholders shall otherwise remain subject to the applicable restrictions in Section 3.2 following the granting of any such relief from the automatic stay.

6.5 Adequate Protection.

(a) In any Insolvency Proceeding involving a Grantor, each of Revolving Collateral Agent, Revolving Claimholders, Notes Collateral Agent and Notes Claimholders agrees that it will not oppose (or support any other person opposing) (i) any request by Notes Collateral Agent or any Notes Claimholder, with respect to the Notes Priority Collateral prior to the Discharge of Notes Obligations, or Revolving Collateral Agent or any Revolving Claimholder, with respect to the Revolving Priority Collateral prior to the Discharge of Revolving Obligations, in each case, for adequate protection for the application of proceeds of Revolving Priority Collateral to the Revolving Obligations, or the proceeds of Notes Priority Collateral to the Notes Obligations, as applicable, and, with respect to Liens on the Revolving Priority Collateral or the Notes Priority Collateral, as applicable, for replacement or additional Liens on post-petition assets of the same type as the Revolving Priority Collateral or the Notes Priority Collateral, as applicable, or (ii) as applicable, (A) any objection by the Revolving Collateral Agent or the Revolving Claimholders to any motion, relief, action or proceeding based on the Revolving Collateral Agent or the Revolving Claimholders claiming a lack of adequate protection with respect to their Liens in the Revolving Priority Collateral, or (B) any objection by the Notes Collateral Agent or the Notes Claimholders to any motion, relief, action or proceeding based on the Notes Collateral Agent or the Notes Claimholders claiming a lack of adequate protection with respect to their Liens in the Notes Priority Collateral; provided, however, that (i) Revolving Collateral Agent and Revolving Claimholders may object to any request for adequate protection that would result in any adequate protection payments to Notes Collateral Agent or Notes Claimholders being made with any Revolving Priority Collateral, or with any advances made pursuant to any DIP Financing prior to the Discharge of the Revolving Obligations and (ii) Notes Collateral Agent and Notes Claimholders may object to any request for adequate protection that would result in any adequate protection payments to Revolving

-26-

Collateral Agent or Revolving Claimholders being made with any Notes Priority Collateral, or with any advances made pursuant to any Term DIP Financing prior to the Discharge of the Notes Obligations. If the Revolving Collateral Agent, for itself and on behalf of the Revolving Claimholders, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the Notes Priority Collateral in the form of a replacement or additional Lien on the post-petition assets of the same type as the Notes Priority Collateral, then the Revolving Collateral Agent, for itself and the Revolving Claimholders, agrees that the Notes Collateral Agent shall also be granted a replacement or additional Lien on such post-petition assets as adequate protection of its senior interest in the Notes Priority Collateral and that the Revolving Collateral Agent’s replacement or additional Lien shall be subordinated to the replacement or additional Lien of the Notes Collateral Agent on the same basis as the Liens of the Revolving Collateral Agent on the Notes Priority Collateral are subordinated to the Liens of the Notes Collateral Agent on the Notes Collateral under this Agreement; in that regard, the Revolving Collateral Agent, for itself and the Revolving Claimholders, further agrees that it will not accept any such replacement or additional Liens on such post-petition assets of the same type as the Notes Priority Collateral unless the Notes Collateral Agent shall also have received a replacement or additional Lien thereon as adequate protection of its senior interest in the Notes Priority Collateral that is superior to the additional or replacement Liens so granted to the Revolving Collateral Agent. If the Notes Collateral Agent, for itself and on behalf of the Notes Claimholders, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the Revolving Priority Collateral in the form of a replacement or additional Lien on the post-petition assets of the same type as the Revolving Priority Collateral, then the Notes Collateral Agent, for itself and the Notes Claimholders, agrees that the Revolving Collateral Agent shall also be granted a replacement or additional Lien on such post-petition assets as adequate protection of its senior interest in the Revolving Priority Collateral and that the Notes Collateral Agent’s replacement or additional Lien shall be subordinated to the replacement or additional Lien of the Revolving Collateral Agent on the same basis as the Liens of the Notes Collateral Agent on the Revolving Priority Collateral are subordinated to the Liens of the Revolving Collateral Agent on the Revolving Priority Collateral under this Agreement; in that regard, the Notes Collateral Agent, for itself and the Notes Claimholders, further agrees that it will not accept any such replacement or additional Liens on such post-petition assets of the same type as the Revolving Priority Collateral unless the Revolving Collateral Agent shall also have received a replacement or additional Lien thereon as adequate protection of its senior interest in the Revolving Priority Collateral that is superior to the additional or replacement Liens so granted to the Notes Collateral Agent.

(b) Subject to Sections 6.2 and 6.5(a), and other provisions hereof, in any Insolvency Proceeding involving a Grantor, (i) Notes Collateral Agent and the Notes Claimholders may seek, without objection from Revolving Claimholders, adequate protection with respect to their rights in the Notes Priority Collateral, and (ii) the Revolving Collateral Agent and the Revolving Claimholders may seek, without objection from Notes Claimholders, adequate protection with respect to their rights in the Revolving Priority Collateral; provided that if any of Notes Collateral Agent, the Notes Claimholders, the Revolving Collateral Agent or the Revolving Claimholders are granted adequate protection in the form of a replacement or additional Lien (on existing or future assets of Grantors), claim, payment or otherwise, such replacement or additional Lien or other adequate protection shall be subject to the terms of this Agreement.

(c) Neither Notes Collateral Agent nor any other Notes Claimholder shall object to, oppose, or challenge any claim or order by Revolving Collateral Agent or any Revolving Claimholder for allowance or payment, including, without limitation, current payment, in any Insolvency Proceeding of Revolving Obligations consisting of post-petition interest, fees, or expenses with the Revolving Priority Collateral (so long as any post-petition interest paid as a result thereof is not paid from the proceeds of Notes Priority Collateral) or with any advances made pursuant to any DIP Financing or for relief through the automatic stay with respect to the Revolving Priority Collateral.

(d) Neither Revolving Collateral Agent nor any other Revolving Claimholder shall object to, oppose, or challenge any claim or order by Notes Collateral Agent or any Notes Claimholder for allowance or payment, including, without limitation, current payment, in any Insolvency Proceeding of Notes Obligations consisting of post-petition interest, fees, or expenses with the Notes Priority Collateral (so long as any post-petition interest paid as a result thereof is not paid from the proceeds of Revolving Priority Collateral) or with any advances made pursuant to any Term DIP Financing or for relief through the automatic stay with respect to the Notes Priority Collateral.

-27-

(e) The Notes Collateral Agent, for itself and on behalf of the Notes Claimholders, may seek adequate protection of its junior interest in the Revolving Priority Collateral, subject to the provisions of this Agreement; provided that (x) the Revolving Collateral Agent is granted adequate protection in the form of a replacement or additional Lien on post-petition assets of the same type as the Revolving Priority Collateral and (y) such adequate protection required by the Notes Collateral Agent is in the form of a replacement or additional Lien on post-petition assets of the same type as the Revolving Priority Collateral.

(f) The Revolving Collateral Agent, for itself and on behalf of Revolving Claimholders, may seek adequate protection of its junior interest in the Notes Priority Collateral, subject to the provisions of this Agreement; provided that (x) the Notes Collateral Agent is granted adequate protection in the form of a replacement or additional Lien on post-petition assets of the same type as the Notes Priority Collateral and (y) such adequate protection required by the Revolving Collateral Agent is in the form of a replacement or additional Lien on post-petition assets of the same type as the Notes Priority Collateral.

6.6 Section 1111(b) of the Bankruptcy Code. Neither Notes Collateral Agent nor the Revolving Collateral Agent shall object to, oppose, support any objection, or take any other action to impede, the right of any Claimholder to make an election under Section 1111(b)(2) of the Bankruptcy Code. So long as the respective rights and remedies available to Notes Collateral Agent and Revolving Collateral Agent hereunder are not impaired thereby, each of the Notes Collateral Agent and the Revolving Collateral Agent waives any claim it may hereafter have against any Claimholder arising out of the election by such Claimholder of such application of Section 1111(b)(2) and Section 364 of the Bankruptcy Code. The Notes Collateral Agent and Revolving Collateral Agent each waive to the fullest extent permitted by law any claim it may hereafter have against any Grantor or their respective subsidiaries arising out of any borrowing of, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code to, Grantor or any of their respective Subsidiaries as debtor-in-possession.

6.7 Avoidance Issues. If any Claimholder is required in any Insolvency Proceeding or otherwise to turn over, disgorge or otherwise pay to the estate of any Grantor any amount paid in respect of Revolving Obligations or Notes Obligations, as the case may be (a “Recovery”), then such Claimholders shall be entitled to a reinstatement of the Revolving Obligations or the Notes Obligations, as applicable, with respect to all such recovered amounts, and all rights, interests, priorities and privileges recognized in this Agreement shall apply with respect to any such Recovery. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties hereto from such date of reinstatement.

6.8 Plan of Reorganization. If, in any Insolvency Proceeding involving a Grantor, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed or reinstated (in whole or in part) pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of Revolving Obligations and on account of Notes Obligations, then, to the extent the debt obligations distributed on account of the Revolving Obligations and on account of the Notes Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

6.9 Separate Grants of Security and Separate Classification. The Revolving Collateral Agent, on behalf of the Revolving Claimholders, and the Notes Collateral Agent, on behalf of the Notes Claimholders, acknowledge and intend that: the respective grants of Liens pursuant to the Revolving Collateral Documents and the Notes Collateral Documents constitute two separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral (i) the Notes Obligations are fundamentally different from the Revolving Obligations and, (ii) the Revolving Obligations are fundamentally different from the Notes Obligations and, in each case, must be separately classified in any plan of reorganization proposed or confirmed (or approved) in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the Revolving Claimholders and the Notes Claimholders in respect of the Collateral constitute claims in the same class (rather than at least two separate classes of secured claims with the priorities described in Section 2.1), then the Revolving Claimholders and the Notes Claimholders hereby acknowledge and agree that all distributions shall be made as if there were two separate classes of Revolving Obligations and Notes Obligations (with the effect being that, to the extent that (i) the aggregate value of the Revolving Claimholders’ Revolving Priority Collateral is sufficient (for this purpose ignoring all claims held by the Notes

-28-

Claimholders thereon), the Revolving Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from their Revolving Priority Collateral (regardless of whether any such claims may or may not be allowed or allowable in whole or in part as against the Grantor in the respective Insolvency Proceeding pursuant to Section 506(b) of the Bankruptcy Code or otherwise), before any distribution is made in respect of the Notes Obligations with respect to such Collateral, with each Notes Claimholder acknowledging and agreeing to turn over to the Revolving Collateral Agent with respect to such Collateral amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the Notes Obligations and (ii) the aggregate value of the Notes Claimholders’ Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Claimholders thereon), the Notes Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from their Notes Priority Collateral (regardless of whether any such claims may or may not be allowed or allowable in whole or in part as against the Grantor in the respective Insolvency Proceeding pursuant to Section 506(b) of the Bankruptcy Code or otherwise), before any distribution is made in respect of the Revolving Obligations with respect to such Collateral, with each Revolving Claimholder acknowledging and agreeing to turn over to the Notes Collateral Agent with respect to such Collateral amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the Revolving Obligations).

SECTION 7. Reliance; Waivers; Etc.

7.1 Reliance. Other than any reliance on the terms of this Agreement, Revolving Collateral Agent, on behalf of the Revolving Claimholders, acknowledges that it and such Revolving Claimholders have, independently and without reliance on Notes Collateral Agent or any Notes Claimholder, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each of the Revolving Loan Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the Revolving Loan Documents or this Agreement. Other than any reliance on the terms of this Agreement, Notes Collateral Agent acknowledges on behalf of the Notes Claimholders that it and such Notes Claimholders have, independently and without reliance on Revolving Collateral Agent or any Revolving Claimholder, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each of the Notes Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the Notes Documents or this Agreement.

7.2 No Warranties or Liability. Revolving Collateral Agent, on behalf of the Revolving Claimholders, acknowledges and agrees that Notes Collateral Agent has made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility, or enforceability of any of the Notes Documents, the ownership by any Grantor of any Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, Notes Collateral Agent and the Notes Claimholders will be entitled to manage and supervise the Notes Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Notes Collateral Agent, on behalf of the Notes Claimholders, acknowledges and agrees that Revolving Collateral Agent and Revolving Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility, or enforceability of any of the Revolving Loan Documents, the ownership of any Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, Revolving Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Revolving Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as expressly provided herein, the Notes Collateral Agent and Notes Claimholders shall have no duty to Revolving Collateral Agent or any Revolving Claimholders, and Revolving Collateral Agent and Revolving Claimholders shall have no duty to Notes Collateral Agent or any Notes Claimholders, to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolving Loan Documents and the Notes Documents), regardless of any knowledge thereof which they may have or be charged with. The Notes Collateral Agent hereby waives to the fullest extent permitted by law any claim that may be had against the Revolving Collateral Agent or any Revolving Claimholder arising out of any actions which the Revolving Collateral Agent or such Revolving Claimholder take or omit to take (including,

-29-

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 Revolving Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Revolving Obligations. The Revolving Collateral Agent hereby waives to the fullest extent permitted by law any claim that may be had against the Notes Collateral Agent or any Notes Claimholder arising out of any actions which the Notes Collateral Agent or such Notes Claimholder 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 Notes Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Notes Obligations.

7.3 No Waiver of Lien Priorities.

(a) No right of Revolving Claimholders, Revolving Collateral Agent or any of them to enforce any provision of this Agreement or any Revolving Loan Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by any Revolving Claimholder or Revolving Collateral Agent, or by any noncompliance by any Person with the terms, provisions, and covenants of this Agreement, any of the Revolving Loan Documents or any of the Notes Documents, regardless of any knowledge thereof which Revolving Collateral Agent or Revolving Claimholders, or any of them, may have or be otherwise charged with. No right of Notes Claimholders, Notes Collateral Agent or any of them to enforce any provision of this Agreement or any Notes Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by any Notes Claimholder or Notes Collateral Agent, or by any noncompliance by any person with the terms, provisions, and covenants of this Agreement, any of the Notes Documents or any of the Revolving Loan Documents, regardless of any knowledge thereof which Notes Collateral Agent or Notes Claimholders, or any of them, may have or be otherwise charged with.

(b) Subject to any rights of Grantors under the Revolving Loan Documents and the Notes Documents and subject to the provisions of Section 5.3(a), the Revolving Collateral Agent and Revolving Claimholders may, at any time and from time to time in accordance with the Revolving Loan Documents and/or applicable law, without the consent of, or notice to, the Notes Collateral Agent or any Notes Claimholders, without incurring any liabilities to Notes Collateral Agent or any Notes Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of Notes Collateral Agent or Notes Claimholders is affected, impaired, or extinguished thereby) do any one or more of the following without the prior written consent of Notes Collateral Agent or any Notes Claimholders:

(i) change the manner, place, or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase, or alter, the terms of any of the Revolving Obligations or any Lien on any Collateral or guarantee thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Revolving Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify, or supplement in any manner any Liens held by Revolving Collateral Agent or any Revolving Claimholders, the Revolving Obligations, or any of the Revolving Loan Documents;

(ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Revolving Priority Collateral or any liability of any Grantor to Revolving Claimholders or Revolving Collateral Agent, or any liability incurred directly or indirectly in respect thereof;

(iii) settle or compromise any Revolving Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the Revolving Obligations) in any manner or order that is not inconsistent with the terms of this Agreement; and

-30-

(iv) exercise or delay in or refrain from exercising any right or remedy against any Grantor or any other person, elect any remedy and otherwise deal freely with any Grantor or any Revolving Priority Collateral and any security and any guarantor or any liability of any Grantor to Revolving Claimholders or any liability incurred directly or indirectly in respect thereof.

(c) Except as otherwise provided herein, Notes Collateral Agent and Notes Claimholders also agree that Revolving Claimholders and Revolving Collateral Agent shall have no liability to Notes Collateral Agent and Notes Claimholders, and Notes Collateral Agent and Notes Claimholders hereby waive any claim against any Revolving Claimholder or Revolving Collateral Agent, arising out of any and all actions which Revolving Claimholders or Revolving Collateral Agent may, pursuant to the terms hereof, take, permit or omit to take with respect to:

(i) the Revolving Loan Documents;

(ii) the collection of the Revolving Obligations; or

(iii) the foreclosure upon, or sale, liquidation, or other Disposition of, or the failure to foreclose upon, or sell, liquidate, or otherwise dispose of, any Revolving Priority Collateral. Notes Collateral Agent and Notes Claimholders agree that Revolving Claimholders and Revolving Collateral Agent have no duty to them in respect of the maintenance or preservation of the Revolving Priority Collateral, the Revolving Obligations, or otherwise.

(d) Subject to any rights of Grantors under the Notes Documents and subject to the provisions of Section 5.3(b), Notes Collateral Agent may, at any time and from time to time in accordance with the Notes Documents and/or applicable law, without the consent of, or notice to, Revolving Collateral Agent or the Revolving Claimholders, without incurring any liabilities to Revolving Collateral Agent or the Revolving Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of Revolving Collateral Agent or the Revolving Claimholders is affected, impaired, or extinguished thereby) do any one or more of the following without the prior written consent of Revolving Collateral Agent and Revolving Claimholders:

(i) change the manner, place, or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase, or alter, the terms of any of the Notes Obligations or any Lien on any Collateral or guarantee thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Notes Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify, or supplement in any manner any Liens held by Notes Collateral Agent or any Notes Claimholders, the Notes Obligations, or any of the Notes Documents;

(ii) subject to Section 3.8, sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Notes Priority Collateral or any liability of any Grantor to Notes Claimholders or Notes Collateral Agent, or any liability incurred directly or indirectly in respect thereof;

(iii) settle or compromise any Notes Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the Notes Obligations) in any manner or order that is not inconsistent with this Agreement; and

(iv) exercise or delay in or refrain from exercising any right or remedy against any Grantor or any other person, elect any remedy and otherwise deal freely with any Grantor or any Notes Priority Collateral and any security and any guarantor or any liability of any Grantor to Notes Collateral Agent or Notes Claimholders or any liability incurred directly or indirectly in respect thereof.

-31-

(e) Except as otherwise provided herein, Revolving Claimholders and Revolving Collateral Agent also agree that Notes Collateral Agent and Notes Claimholders shall have no liability to Revolving Claimholders and Revolving Collateral Agent, and Revolving Claimholders and Revolving Collateral Agent hereby waive any claim against Notes Collateral Agent and Notes Claimholders, arising out of any and all actions which Notes Collateral Agent and Notes Claimholders may, pursuant to the terms hereof, take, permit or omit to take with respect to:

(i) the Notes Documents;

(ii) the collection of the Notes Obligations; or

(iii) the foreclosure upon, or sale, liquidation, or other Disposition of, or the failure to foreclose upon, or sell, liquidate, or otherwise dispose of, any Notes Priority Collateral. Revolving Claimholders and Revolving Collateral Agent agree that Notes Collateral Agent and Notes Claimholders has no duty to them in respect of the maintenance or preservation of the Notes Priority Collateral, the Notes Obligations, or otherwise.

(f) Until the Discharge of Revolving Obligations and the Discharge of Notes Obligations, each of Revolving Collateral Agent and Notes Collateral Agent agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead, or otherwise assert, or otherwise claim the benefit of, any marshaling, appraisal, valuation, or other similar right that may otherwise be available under applicable law with respect to the other party’s Priority Collateral or any other similar rights a junior secured creditor may have under applicable law.

7.4 Obligations Unconditional. For so long as this Agreement is in full force and effect, all rights, interests, agreements and obligations of Revolving Collateral Agent and Revolving Claimholders and Notes Collateral Agent and Notes Claimholders, respectively, hereunder shall remain in full force and effect irrespective of:

(a) any lack of validity or enforceability of any Revolving Loan Documents or any Notes Documents;

(b) except as otherwise expressly restricted in this Agreement, any change in the time, manner, or place of payment of, or in any other terms of, all or any of the Revolving Obligations or Notes Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Revolving Loan Document or any Notes Document;

(c) except as otherwise expressly restricted in this Agreement, any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Revolving Obligations or Notes Obligations or any guarantee thereof;

(d) the commencement of any Insolvency Proceeding in respect of any Grantor; or

(e) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Grantor in respect of Revolving Collateral Agent, any Revolving Claimholder, the Revolving Obligations, Notes Collateral Agent, any Notes Claimholder, or the Notes Obligations in respect of this Agreement.

SECTION 8. Representations and Warranties.

8.1 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 execute and deliver this Agreement and to perform its obligations hereunder.

(b) This Agreement has been duly executed and delivered by such party.

-32-

8.2 Representations and Warranties of Each Agent. Revolving Collateral Agent and Notes Collateral Agent each represents and warrants to the other that it has been authorized by Revolving Lenders or holders of Notes, as applicable, under the Revolving Credit Agreement or the Indenture, as applicable, to enter into this Agreement.

SECTION 9. Miscellaneous.

9.1 Conflicts. Except to the extent expressly provided in Section 9.15, in the event of any conflict between the provisions of this Agreement and the provisions of any of the Revolving Loan Documents or any of the Notes Documents, the provisions of this Agreement shall govern and control.

9.2 Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination (as opposed to debt or claim subordination) and Revolving Claimholders may continue, at any time and without notice to Notes Collateral Agent or Notes Claimholders, to extend credit and other financial accommodations to or for the benefit of any Grantor constituting Revolving Obligations in reliance hereon. Each of Revolving Collateral Agent and Notes Collateral Agent hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency Proceeding. Consistent with, but not in limitation of, the preceding sentence, the Revolving Collateral Agent and the Notes Collateral Agent, on behalf of the applicable Claimholders, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor in possession and any receiver or trustee for such Grantor in any Insolvency Proceeding. This Agreement shall terminate and be of no further force and effect:

(a) with respect to Revolving Collateral Agent, Revolving Claimholders, and the Revolving Obligations, on the date that the Discharge of Revolving Obligations has occurred; and

(b) with respect to Notes Collateral Agent, Notes Claimholders and the Notes Obligations on the date that the Discharge of Notes Obligations has occurred.

9.3 Amendments; Waivers. Except as provided in the last two sentences of this Section, no amendment, modification, or waiver of any of the provisions of this Agreement shall be effective unless the same shall be in writing signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time. Any amendments, modifications or waivers can be effected by the Revolving Collateral Agent, at the direction of the requisite Revolving Claimholders under the Revolving Credit Agreement, and by the Notes Collateral Agent, at the direction of the requisite Notes Claimholders under the Indenture. Notwithstanding the foregoing, (i) no Grantor shall have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent its rights are directly affected, (ii) any Other Pari Passu Obligations Agent, on behalf of itself and such holders, may become a party to this Agreement, without any further action by any other party hereto, upon execution and delivery by AMLLC, Finance Sub and such Other Pari Passu Obligations Agent of a properly completed joinder agreement (in form and substance reasonably satisfactory to each of the Revolving Collateral Agent and the Notes Collateral Agent) to each of the other parties hereto, (iii) any duly appointed agent for the holders of Revolving Obligations described in clause (ii) of the definition thereof, on behalf of itself and such holders, may become a party to this Agreement, without any further action by any other party hereto, upon execution and delivery by AMLLC, Finance Sub and such agent of a properly completed joinder agreement (in form and substance reasonably satisfactory to each of the Revolving Collateral Agent and the Notes Collateral Agent) to each of the other parties hereto and delivery to the Notes Collateral Agent by AMLLC of an officer’s certificate certifying that such obligations are permitted by the Indenture to be included hereunder as Revolving Obligations, (iv) technical modifications may be made to this Agreement to facilitate the inclusion of Other Pari Passu Obligations without any

-33-

further action by any other party hereto to the extent such Other Pari Passu Obligations are permitted to be incurred under the Revolving Loan Documents and the Notes Documents and (v) technical modifications may be made to this Agreement to facilitate the inclusion of Revolving Obligations described in clause (ii) of the definition thereof without any further action by any other party hereto to the extent such Obligations are permitted to be incurred under the Revolving Loan Documents and the Notes Documents. In connection with any Refinancing of the Notes Obligations or Revolving Obligations pursuant to Section 5.3(a) or 5.3(b), as applicable, this Agreement may be amended at the request and sole expense of the Grantors, and without the consent of either the Bank Collateral Agent or the Notes Collateral Agent, (i) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (ii) to establish that Liens on any Notes Priority Collateral securing such Refinanced debt shall have the same priority as the Liens on any Notes Priority Collateral securing the debt being Refinanced and (iii) to establish that the Liens on any Revolving Priority Collateral securing such Refinanced debt shall have the same priority as the Liens on any Revolving Priority Collateral securing the debt being Refinanced. Notwithstanding anything to the contrary in this Agreement, this Agreement may be amended from time to time at the sole request and expense of the Issuers (as defined under the Indenture), (x) as set forth in the second paragraph of Section 9.01 of the Indenture, without the consent of the Notes Collateral Agent, and (y) as set forth in the second paragraph of such Section 9.01 as in effect on the date hereof, without the consent of the Revolving Collateral Agent.

9.4 Information Concerning Financial Condition of AMLLC and its Subsidiaries. Revolving Collateral Agent and Revolving Claimholders, on the one hand, and Notes Collateral Agent and Notes Claimholders, on the other hand, shall each be responsible for keeping themselves informed of (a) the financial condition of AMLLC and its Subsidiaries and all endorsers and/or guarantors of the Revolving Obligations or the Notes Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the Revolving Obligations or the Notes Obligations. Revolving Collateral Agent and Revolving Claimholders shall have no duty to advise Notes Collateral Agent and Notes Claimholders of information known to it or them regarding such condition or any such circumstances or otherwise. Notes Collateral Agent and Notes Claimholders shall have no duty to advise Revolving Collateral Agent or any Revolving Claimholder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event Revolving Collateral Agent or any Revolving Claimholders, or Notes Collateral Agent or any Notes Claimholders, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to any other party to this Agreement, it or they shall be under no obligation:

(a) to make, and Revolving Collateral Agent and Revolving Claimholders, or Notes Collateral Agent and Notes Claimholders, as the case may be, shall not be required to make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness, or validity of any such information so provided;

(b) to provide any additional information or to provide any such information on any subsequent occasion;

(c) to undertake any investigation; or

(d) to disclose any information, which pursuant to accepted or reasonable commercial practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

9.5 Subrogation. (a) With respect to any payments or distributions in cash, property, or other assets that any Notes Claimholders or Notes Collateral Agent pay over to Revolving Collateral Agent or Revolving Claimholders under the terms of this Agreement, Notes Claimholders and Notes Collateral Agent shall be subrogated to the rights of Revolving Collateral Agent and Revolving Claimholders and (b) with respect to any payments or distributions in cash, property, or other assets that any Revolving Claimholders or Revolving Collateral Agent pay over to Notes Collateral Agent or Notes Claimholders under the terms of this Agreement, Revolving Claimholders and Revolving Collateral Agent shall be subrogated to the rights of Notes Collateral Agent and Notes Claimholders; provided, however, that, Revolving Collateral Agent and Notes Collateral Agent each hereby agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of all Revolving Obligations or Discharge of Notes Obligations, as applicable, has occurred. Any payments or distributions in cash, property or other assets received by Revolving Collateral Agent or Revolving Claimholders that are paid over to Notes Collateral Agent or Notes Claimholders pursuant to this Agreement shall not reduce any of the Revolving Obligations. Any payments or distributions in cash, property or other assets received by Notes Collateral Agent or Notes Claimholders that are paid over to Revolving Collateral Agent or Revolving Claimholders pursuant to this Agreement shall not reduce any of the Notes Obligations. Notwithstanding the foregoing provisions of this Section 9.5, none of the Revolving Claimholders shall have any claim against any of the Notes Claimholders for any impairment of any subrogation rights herein granted to the Notes Claimholders and none of the Notes Claimholders shall have any claim against any of the Revolving Claimholders for any impairment of any subrogation rights herein granted to the Revolving Claimholders.

-34-

9.6 GOVERNING LAW; CONSENT TO JURISDICTION AND VENUE. THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH OF THE PARTIES HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES AMONG THE PARTIES HERETO PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED THAT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. EACH OF THE PARTIES HERETO EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.

9.7 Notices. All notices to Revolving Claimholders permitted or required under this Agreement shall also be sent to Revolving Collateral Agent. All notices to Notes Claimholders permitted or required under this Agreement shall also be sent to Notes Collateral Agent. Unless otherwise specifically provided herein, any notice hereunder shall be in writing and may be personally served or sent by telefacsimile or United States mail or courier service or electronic mail 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 electronic mail, or 3 Business Days after depositing it in the United States mail with postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto shall be as is designated by such party on the signature pages hereto. The Borrower shall provide written notice to the Revolving Collateral Agent of the Discharge of Notes Obligations and shall provide written notice to the Notes Collateral Agent of the Discharge of Revolving Obligations.

9.8 Further Assurances. Revolving Collateral Agent and Notes Collateral Agent each agrees to take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as Revolving Collateral Agent or Notes Collateral Agent may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement, all at the expense of Grantors.

9.9 Binding on Successors and Assigns. This Agreement shall be binding upon Revolving Collateral Agent, Revolving Claimholders, Notes Collateral Agent, Notes Claimholders, and their respective successors and assigns.

9.10 Headings. 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.

9.11 Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.

9.12 No Third Party Beneficiaries. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of and bind each of Revolving Claimholders and Notes Claimholders. In no event shall any Grantor be a third party beneficiary of this Agreement.

-35-

9.13 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 Revolving Collateral Agent and Revolving Claimholders on the one hand and Notes Collateral Agent and Notes Claimholders on the other hand. No Grantor or any other creditor thereof shall have any rights hereunder and no Grantor may rely on the terms hereof. Nothing in this Agreement shall impair, as between Grantors and Revolving Collateral Agent and Revolving Claimholders, or as between Grantors and Notes Collateral Agent and Notes Claimholders, the obligations of Grantors to pay principal, interest, fees and other amounts as provided in the Revolving Loan Documents and the Notes Documents, respectively.

9.14 Specific Performance. Each of the Revolving Collateral Agent and the Notes Collateral Agent may demand specific performance of this Agreement. The Revolving Collateral Agent, on behalf of itself and the Revolving Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the Revolving Collateral Agent or the other Revolving Claimholders or the Notes Collateral Agent or the other Notes Claimholders, as applicable. Without limiting the generality of the foregoing or of the other provisions of this Agreement, in seeking specific performance in any Insolvency Proceeding, Revolving Collateral Agent or Notes Collateral Agent may seek such or any other relief as if it were the “holder” of the claims of the other agent’s Claimholders under Section 1126(a) of the Bankruptcy Code or otherwise had been granted an irrevocable power of attorney by the other agent’s Claimholders.

9.15 Indenture Protections. In connection with its execution and acting under this Agreement, the Notes Collateral Agent is entitled to all rights, privileges, protections, immunities, benefits and indemnities provided to it under the Indenture, all of which are incorporated by reference herein mutatis mutandis.

[signature pages follow]

-36-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

UBS AG, STAMFORD BRANCH, as Revolving Collateral Agent
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director Banking Products Services. US
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director Banking Products Services. US

[Intercreditor Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

UBS AG, STAMFORD BRANCH, as Revolving Collateral Agent
By:
	Name:
	Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Notes Collateral Agent
By:	/s/ John C. Stohlmann
	Name:	John C. Stohlmann
	Title:	Vice President

[SIGNATURE PAGE TO INTERCREDITOR AGREEMENT]

ACKNOWLEDGMENT

Each of the undersigned hereby acknowledges that it has received a copy of the foregoing Intercreditor Agreement and consents thereto, agrees to recognize all rights granted thereby to Revolving Collateral Agent, Revolving Claimholders, Notes Collateral Agent and Notes Claimholders, and will not do any act or perform any obligation which is not in accordance with the agreements set forth therein. Each of the undersigned further acknowledges and agrees that it is not an intended beneficiary or third party beneficiary under the foregoing Intercreditor Agreement.

Acknowledged as of the date first written above:

ASSOCIATED MATERIALS, LLC
By:	/s/ Stephen E. Graham
	Name:	Stephen E. Graham
	Title:	Vice President — Chief Financial Officer, Treasurer and Secretary
GENTEK HOLDINGS, LLC
By:	/s/ Stephen E. Graham
	Name:	Stephen E. Graham
	Title:	Vice President — Chief Financial Officer, Treasurer and Secretary
GENTEK BUILDING PRODUCTS, INC.
By:	/s/ Stephen E. Graham
	Name:	Stephen E. Graham
	Title:	Vice President — Chief Financial Officer, Treasurer and Secretary

[ACKNOWLEDGMENT PAGE TO INTERCREDITOR AGREEMENT]

ACKNOWLEDGMENT

Each of the undersigned hereby acknowledges that it has received a copy of the foregoing Intercreditor Agreement and consents thereto, agrees to recognize all rights granted thereby to Revolving Collateral Agent, Revolving Claimholders, Notes Collateral Agent and Notes Claimholders, and will not do any act or perform any obligation which is not in accordance with the agreements set forth therein. Each of the undersigned further acknowledges and agrees that it is not an intended beneficiary or third party beneficiary under the foregoing Intercreditor Agreement.

Acknowledged as of the date first written above:

CAREY ACQUISITION CORP.
By:	/s/ Erik D. Ragatz
	Name:	Erik D. Ragatz
	Title:	President, Treasurer and Secretary

[ACKNOWLEDGMENT PAGE TO INTERCREDITOR AGREEMENT]

ACKNOWLEDGMENT

Each of the undersigned hereby acknowledges that it has received a copy of the foregoing Intercreditor Agreement and consents thereto, agrees to recognize all rights granted thereby to Revolving Collateral Agent, Revolving Claimholders, Notes Collateral Agent and Notes Claimholders, and will not do any act or perform any obligation which is not in accordance with the agreements set forth therein. Each of the undersigned further acknowledges and agrees that it is not an intended beneficiary or third party beneficiary under the foregoing Intercreditor Agreement.

Acknowledged as of the date first written above:

CAREY NEW FINANCE, INC.
By:	/s/ Erik D. Ragatz
	Name:	Erik D. Ragatz
	Title:	President, Treasurer and Secretary

[ACKNOWLEDGMENT PAGE TO INTERCREDITOR AGREEMENT]

EX-10.10

Exhibit 10.10

NOTES SECURITY AGREEMENT

NOTES SECURITY AGREEMENT, dated as of October 13, 2010 (this “Agreement”), among ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (the “Company”), and each of the subsidiaries of the Company listed on Annex A hereto (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and, together with the Company, collectively, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as notes collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Notes Collateral Agent”).

W I T N E S S E T H:

WHEREAS, CAREY ACQUISITION CORP. (“Merger Sub”), a Delaware corporation, which is to be merged with and into the Company, CAREY NEW FINANCE, INC., a Delaware corporation (the “Co-Issuer” and, together with Merger Sub and the Company, the “Issuers”) have entered into that certain Indenture dated as of the date hereof with the Guarantors party thereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Trustee on behalf of the holders (the “Holders”) of the Notes (as defined below) and Notes Collateral Agent (as from time to time amended, restated, supplemented or otherwise modified, the “Indenture”), pursuant to which the Issuers are issuing $730,000,000 aggregate principal amount of 9.125% Senior Secured Notes due 2017 (together with any Additional Notes issued under the Indenture and Exchange Notes, the “Notes”);

WHEREAS, pursuant to the terms of the Indenture, each of the Grantors (other than the Issuers in respect of their own obligations) have agreed to guarantee to the Notes Collateral Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Notes Obligations;

WHEREAS, following the date hereof, if not prohibited by the Indenture, the Grantors may incur Other Pari Passu Lien Obligations which are secured equally and ratably with the Grantors’ obligations in respect of the Notes in accordance with Section 7.17 of this Agreement;

WHEREAS, each Grantor will receive substantial benefits from the execution, delivery and performance of the obligations under the Indenture, the Notes and any Other Pari Passu Lien Obligations Agreement and each is, therefore, willing to enter into this Agreement;

WHEREAS, the Notes Collateral Agent has been appointed to serve as Notes Collateral Agent under the Indenture and, in such capacity, to enter into this Agreement;

WHEREAS, the Grantors acknowledge that they will derive substantial direct and indirect benefit from the issuance of the Notes and have agreed to secure their obligations with respect thereto pursuant to this Agreement, on a first priority basis (subject to Permitted Liens and the terms of the Intercreditor Agreement).

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and to induce the Notes Collateral Agent to enter into the Indenture, and (b) to induce the Holders to purchase the Notes, the Grantors hereby agree with the Notes Collateral Agent, for the benefit of the Secured Parties, as follows:

1. Defined Terms.

(a) (i) Unless otherwise defined herein, terms defined in Section 1.01 of the Indenture and used herein (including terms used in the preamble and the recitals) shall have the meanings given to them in the Indenture and (ii) all terms defined in the Uniform Commercial Code from time to time in effect in the State of New York (the “NY UCC”) and not defined herein or in the Indenture shall have the meanings specified therein (and if defined in more than one article of the NY UCC, shall have the meaning specified in Article 9 thereof).

(b) The rules of construction and other interpretive provisions specified in the Indenture shall apply to this Agreement, including terms defined in the preamble and recitals hereto.

(c) The following terms shall have the following meanings:

“After-Acquired Intellectual Property Collateral” shall have the meaning assigned to such term in Section 4.1(c).

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Applicable Authorized Representative” shall mean the Trustee (if the Notes constitute a Series of Indebtedness with the greatest outstanding aggregate principal amount) or the Authorized Representative representing the Series of Indebtedness with the greatest outstanding aggregate principal amount (or accreted value).

“Authorized Representative” means any duly authorized representative of any holder of Other Pari Passu Lien Obligations under any Other Pari Passu Lien Obligations Agreement designated as “Authorized Representative” for such holder in an Other Pari Passu Lien Secured Party Consent delivered to the Notes Collateral Agent.

“Collateral” shall have the meaning assigned to such term in Section 2.

“Company” shall have the meaning assigned to such term in the preamble hereto.

“Copyrights” shall mean all (1) registered copyright rights in the United States, including copyrights in computer software and the content thereof, and internet web sites, (2) registrations, recordings and applications for registration of any such copyright in the United States, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, and (3) rights to obtain all renewals thereof.

“Equipment” shall mean all “equipment,” as such term is defined in Article 9 of the NY UCC, now or hereafter owned by any Grantor or to which any Grantor has rights and, in any event, shall include all machinery, equipment, furnishings, movable trade fixtures and vehicles now or hereafter owned by any Grantor or to which any Grantor has rights and any and all additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

“Event of Default” shall mean an “Event of Default” under and as defined in the Indenture or any Other Pari Passu Lien Obligations Agreement.

“Exclusive IP Agreements” shall have the meaning assigned to such term in Section 3.2(a).

-2-

“Extensions of Credit” shall have the meaning assigned to such term in the recitals hereto.

“General Intangibles” shall mean all “general intangibles” as such term is defined in Article 9 of the NY UCC and, in any event, including with respect to any Grantor, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such Grantor or any property of such Grantor is subject, as the same may from time to time be amended, supplemented or otherwise modified, including (1) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (2) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guarantee with respect thereto, (3) all claims of such Grantor for damages arising out of any breach of or default thereunder and (4) all rights of such Grantor to terminate, amend, supplement, modify or exercise rights or options thereunder, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder.

“Governmental Authority” shall mean the government of the United States, Canada or any foreign country or any multinational authority, or any state, provincial, territorial or political subdivision thereof, and any entity, body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including the PBGC and other quasi-governmental entities established to perform such functions.

“Grantors” shall have the meaning assigned to such term in the preamble hereto.

“Intellectual Property Collateral” shall mean the Collateral constituting United States Patents, United States Trademarks and United States Copyrights set forth in Schedules 1 and 2 hereto.

“Intellectual Property Security Agreement” shall have the meaning assigned to such term in Section 4.4(e).

“IP Agreements” shall mean any and all agreements, permits, consents, orders and franchises, now or hereafter in effect, relating to the license, development, use, manufacture, distribution, sale or disclosure of any United States Copyrights, United States Patents or United States Trademarks to which any Grantor, now or hereafter, is a party.

“Material Adverse Effect” shall mean an effect that results in or causes, or could reasonably be expected to result in or cause, a material adverse effect on (1) the business, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Company and the Restricted Subsidiaries, taken as a whole, (2) the legality, validity or enforceability of any Notes Document, (3) the ability of the Issuers and Guarantors (taken as a whole) to perform their respective obligations under the Notes Documents or (4) the rights and remedies of the Trustee, the Notes Collateral Agent or the Holders of Notes under the Notes Documents.

“Notes Collateral Agent” shall have the meaning assigned to such term in the recitals hereto.

“Notes Documents” shall mean the Indenture, the Notes, the Intercreditor Agreement, the Security Documents and any other document or instrument executed pursuant thereto.

-3-

“Notes Obligations” means the collective reference to (1) any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities owing to the Notes Collateral Agent, the Trustee and the Holders under the Notes, the Indenture and the other Notes Documents and the due performance and compliance by the Grantors with all of the terms, conditions and agreements contained in the Notes, the Indenture and the other Notes Documents; (2) any and all sums advanced or incurred by the Notes Collateral Agent in accordance with the Indenture or any of the other Notes Documents in order to preserve the Collateral, preserve its security interest in the Collateral, or in the performance of its duties or obligations under any Notes Documents (including reasonable attorneys’ fees and expenses); and (3) in the event of any proceedings for the collection or enforcement of any indebtedness, obligations or liabilities of the Grantors referred to in clause (1) above, the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Notes Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and expenses and court costs.

“Notes Priority Collateral” shall have the meaning assigned to such term in the Intercreditor Agreement.

“NY UCC” shall have the meaning assigned to such term in Section 1(a)(ii).

“Other Pari Passu Lien Obligations” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Other Pari Passu Lien Obligations Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Other Pari Passu Lien Secured Party Consent” means a consent in the form of Exhibit 4 to this Agreement executed by the Authorized Representative of any holders of Other Pari Passu Lien Obligations pursuant to Section 7.17.

“Patents” shall mean (1) patent registrations, statutory invention registrations, utility models, recordings and pending applications in the United States Patent and Trademark Office, and (2) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and in the case of (1) and (2), all the inventions disclosed or claimed therein and all improvements thereto, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Permitted Lien” shall mean any Lien on the Collateral expressly permitted to be granted pursuant to (1) the Indenture, including, without exception, pursuant to the definition of “Permitted Liens” therein and Section 4.12 thereof and (2) each Other Pari Passu Lien Obligations Agreement.

“Proceeds” shall mean all “proceeds” as such term is defined in Article 9 of the NY UCC and, in any event, shall include with respect to any Grantor, any consideration received from the sale, exchange, license, lease or other Disposition of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received from any insurer or other person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property that constitutes Collateral, and shall include (1) all cash and negotiable instruments received by or held on behalf of the Notes Collateral Agent, (2) any claim of any Grantor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (A) past, present or future infringement or dilution, where applicable, of any Patent, Trademark, Copyright or Trade Secret, now or hereafter owned by any Grantor, or licensed under an IP Agreement or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor, and (B) past, present or future breach of any IP Agreement and (3) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

-4-

“Registered Intellectual Property” shall have the meaning set forth in Section 3.2.

“Revolving Collateral Agent” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Revolving Liens” shall mean Liens securing the obligations outstanding under the Revolving Loan Documents.

“Revolving Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Revolving Priority Collateral” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Secured Obligations” means the collective reference to the Notes Obligations and Other Pari Passu Lien Obligations.

“Secured Parties” means (1) the Holders, (2) the Trustee, (3) the Notes Collateral Agent, (4) the holders of any Other Pari Passu Lien Obligations, (5) any Authorized Representative, (6) the beneficiaries of each indemnification obligation under any Notes Document and (7) the successors and assigns of each of the foregoing.

“Security Interest” shall have the meaning assigned to such term in Section 2(a).

“Series of Indebtedness” means any Indebtedness (including Indebtedness under the Notes) that constitute Secured Obligations and is represented by a common Authorized Representative or (in the case of Indebtedness under the Notes) by the Trustee.

“Subsidiary Grantors” shall have the meaning assigned to such term in the preamble hereto.

“Trade Secrets” shall mean all confidential and proprietary information, including know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, created under and governed by U.S. law.

“Trademarks” shall mean (1) all United States registered trademarks, service marks, domain names, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, slogans, other source or business identifiers, now existing or hereafter adopted or acquired, and all recordings and applications for registration filed in connection with the foregoing, including registrations, recordings and applications for registration in the United States Patent and Trademark Office and all common-law rights related thereto, (2) all goodwill associated therewith or symbolized thereby and (3) all extensions or renewals thereof.

-5-

“Vehicles” shall mean all cars, trucks, trailers, and other vehicles covered by a certificate of title law of any state and all tires and other appurtenances to any of the foregoing.

(d) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

2. Grant of Security Interest.

(a) As security for the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, each Grantor hereby transfers, assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on (the “Security Interest”) all of such Grantor’s right, title and interest in (subject only to Permitted Liens) and to all of the following, whether now owned or anytime hereafter acquired or existing (collectively, the “Collateral”):

(i) all Accounts;

(ii) all cash;

(iii) all Chattel Paper;

(iv) all Commercial Tort Claims described in Schedule 3 to this Agreement;

(v) all Deposit Accounts;

(vi) all Documents;

(vii) all Equipment;

(viii) all Fixtures;

(ix) all General Intangibles;

(x) all Goods;

(xi) all Instruments;

(xii) all Patents, Trademarks, Copyrights and Trade Secrets;

(xiii) all Inventory;

(xiv) all Investment Property;

(xv) all letters of credit;

(xvi) all Letter-of-Credit Rights;

(xvii) all Money;

(xviii) all Securities Accounts;

-6-

(xix) all books and records pertaining to the Collateral; and

(xx) to the extent not otherwise included, all Supporting Obligations, Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to the foregoing;

provided, however, that notwithstanding any other provision of this Agreement the Collateral shall not include any Excluded Assets.

Notwithstanding anything to the contrary in this Agreement or any other Notes Document, the Capital Stock and other securities of any direct or indirect Subsidiary of the Company that are owned by the Company or any Guarantor will constitute Collateral only to the extent that such Capital Stock and other securities can secure the Notes and/or the Guarantees without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency). In the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act requires or 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 Company due to the fact that such Subsidiary’s Capital Stock and other securities secure the Notes and/or the Guarantees, then the Capital Stock and other securities of such Subsidiary shall automatically be deemed not to be part of the Notes Collateral (but only to the extent necessary to not be subject to such requirement). In such event, the Security Documents may be amended or modified, without the consent of the Trustee, the Notes Collateral Agent, any Holder of Notes or any holder of Other Pari Passu Lien Obligations, to the extent necessary to release the first-priority security interests in the shares of Capital Stock and other securities that are so deemed to no longer constitute part of the Notes Collateral.

In the event that Rule 3-10 or 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 and other securities to secure the Notes and/or the Guarantees 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 and other securities of such Subsidiary shall automatically be deemed to be a part of the Notes Collateral (but only to the extent necessary to not be subject to any such financial statement requirement). In such event, the Security Documents may be amended or modified, without the consent of the Trustee, the Notes Collateral Agent, any Holder of Notes or any holder of Other Pari Passu Lien Obligations, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and other securities.

(b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto and continuations thereof that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment or continuation, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. 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 such as “all assets” or “all personal property, whether now owned or hereafter acquired” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and in the case of a financing statement filed as a fixture filing or covering the Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request.

-7-

Each Grantor also ratifies any authorization previously given in writing to the Notes Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto or continuations thereof if filed prior to the date hereof.

The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing, protecting or providing notice of the Security Interests granted by each Grantor hereunder, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.

This Agreement secures the payment of all the Secured Obligations. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed to the Notes Collateral Agent or the Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Grantor.

The Security Interests created hereby are granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

3. Representations And Warranties.

Each Grantor hereby represents and warrants to the Notes Collateral Agent and each Secured Party that:

3.1. Title; No Other Liens. Except for (a) the Security Interest granted to the Notes Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement, (b) the Notes Liens, and (c) other Permitted Liens, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. To the knowledge of such Grantor, no action or proceeding seeking to limit, cancel or question the validity of such Grantor’s ownership interest in the Collateral, that could reasonably be expected to result in a Material Adverse Effect, is pending or threatened. None of the Grantors has filed or consented to the filing of any (x) security agreement, financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Collateral, (y) assignment for security in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office or the United States Copyright Office, which security agreement, financing statement or similar instrument or assignment is still in effect or (z) assignment for security in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except in the case of each of clauses (x), (y) and (z) above, such as have been filed in favor of the Notes Collateral Agent pursuant to this Agreement and the other Notes Documents, any Other Pari Passu Lien Obligations Agreement, or with respect to the Revolving Liens, in favor of the Revolving Collateral Agent to secure the obligations under the Revolving Loan Documents, or are filed in respect of other Permitted Liens.

-8-

3.2. Intellectual Property.

(a) The Intellectual Property Collateral set forth on (i) Schedule 1 hereto is a true and correct list of all United States federal issued patents, pending patent applications, trademark registrations, pending trademark applications, copyright registrations (collectively, the “Registered Intellectual Property”), in each case, owned by a Grantor in its name as of the date hereof, and indicating for each such item, as applicable, the application and/or registration number, date and jurisdiction of filing and/or issuance, the identity of the current applicant or registered owner, and (ii) Schedule 2 hereto is a true and correct list of all IP Agreements which accounted for aggregate revenue to the Company or any of its Subsidiaries of more than $5,000,000 during the Company’s 2009 fiscal year (other than non-exclusive license agreements or licenses of commercially available off-the-shelf software), in which a Grantor is, as of the date hereof, the exclusive licensee of any United States patent, patent application, trademark registration or application for registration, copyright registration or application for registration (collectively, the “Exclusive IP Agreements”).

(b) Except as would not reasonably be expected to result in a Material Adverse Effect, the Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable in whole or in part.

(c) Except as would not reasonably be expected to result in a Material Adverse Effect, to such Grantor’s knowledge, no Person is engaging in any activity that infringes, misappropriates, or otherwise violates the Intellectual Property Collateral or the Grantor’s rights in or use thereof.

(d) Except as would not reasonably be expected to result in a Material Adverse Effect, to such Grantor’s knowledge, no breach or default of any IP Agreement shall be caused by any of the following, and none of the following shall limit or impair the ownership, use, validity or enforceability of, or any rights of such Grantor in, any Intellectual Property Collateral: (i) the consummation of the transactions contemplated by any Notes Document or (ii) any holding, decision, judgment or order rendered by any Governmental Authority.

3.3. Perfected Security Interests.

(a) Subject to the limitations set forth in clause (b) of this Section 3.3, the Security Interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the Collateral in favor of the Notes Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Grantor as “debtor” and the Notes Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Instruments, Chattel Paper and Certificated Securities, the earlier of the delivery thereof to the Notes Collateral Agent and the filing of the financing statements referred to in clause (A), and/or (C) in the case of Intellectual Property Collateral, the completion of the filing, registration and recording of fully executed agreements in the form of the Intellectual Property Security Agreement set forth in Exhibit 3 hereto (x) in the United States Patent and Trademark Office and (y) in the United States Copyright Office, and (ii) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral other than Permitted Liens having priority over the Notes Collateral Agent’s Lien by operation of law or otherwise as permitted under the Indenture.

-9-

(b) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests created hereby by any means other than (i) filings pursuant to the Uniform Commercial Code, (ii) filings with United States’ governmental offices with respect to Registered Intellectual Property, (iii) in the case of Collateral that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents, in each case, to the extent included in the Collateral and if the value of any such Instrument, Negotiable Document, Certificated Security or Tangible Chattel Paper exceeds $5,000,000 (individually), delivery to the Notes Collateral Agent (or its non-fiduciary agent or designee) to be held in its possession in the United States, provided that in no event shall any Certificated Security of any Foreign Subsidiary be required to be delivered, (v) in the case of Collateral that consists of Letter-of-Credit Rights, taking the actions specified in Section 4.5 and (vi) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No Grantor shall be required to (x) enter into any security agreements governed under foreign law or (y) take any other actions in any foreign jurisdiction or required by foreign law to create any Security Interest in Collateral located or titled outside the United States or to perfect or make enforceable any Security Interest.

(c) It is understood and agreed that the Security Interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Indenture.

(d) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including (i) the exact legal name of each Grantor and (ii) the jurisdiction of organization of each Grantor) is correct and complete as of the Closing Date.

3.4. Accounts. No amount payable in excess of $5,000,000 to such Grantor under or in connection with any Account is evidenced by any Instrument or Chattel Paper that has not been delivered to the Notes Collateral Agent, properly endorsed for transfer, to the extent delivery is required by the US Pledge Agreement.

4. Covenants.

Each Grantor hereby covenants and agrees with the Notes Collateral Agent and the Secured Parties that, from and after the date of this Agreement until the Termination Date:

4.1. Maintenance of Perfected Security Interest; Further Documentation.

(a) Such Grantor shall maintain the Security Interests created hereby as perfected security interests (subject to any Permitted Lien and the terms of the Intercreditor Agreement) and shall defend the Security Interests created hereby and the priority thereof against the claims and demands not expressly permitted by the Indenture and each Other Pari Passu Lien Obligations Agreement of all Persons whomsoever.

(b) Such Grantor will furnish to the Notes Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Notes Collateral Agent may reasonably request.

(c) Each Grantor agrees that should it, after the date hereof, obtain an ownership interest in any Registered Intellectual Property that would, had it been owned on the date hereof, be considered a part of the Intellectual Property Collateral or should it become a party to any IP Agreement which accounted for aggregate revenue to the Company or any of its Subsidiaries of more than $5,000,000 during the Company’s 2009 fiscal year, or any other subsequent fiscal year, that would, had such Grantor been a party to it on the date hereof, be considered an Exclusive IP Agreement (“After-Acquired Intellectual Property Collateral”), such After-Acquired Intellectual Property Collateral shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect thereto. In addition, such Grantor shall, within the time period specified in

-10-

Section 4.03(a)(i) of the Indenture after the end of each fiscal year, and within the time period specified in Section 4.03(a)(ii) of the Indenture after the end of each of the first three fiscal quarters of each fiscal year, execute and deliver to the Notes Collateral Agent agreements substantially in the form of Exhibits 2 and 3 hereto covering such After-Acquired Intellectual Property Collateral, with the agreement substantially in the form of Exhibit 3 hereto to be recorded with the United States Patent and Trademark Office, the United States Copyright Office and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in any such After-Acquired Intellectual Property Collateral which is United States Registered Intellectual Property.

(d) Subject to clause (e) below and Section 3.3(b), each Grantor agrees that at any time and from time to time, at the expense of such Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any applicable law, or which the Notes Collateral Agent or the Applicable Authorized Representative may reasonably request, in order (x) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (y) to enable the Notes Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Security Interests created hereby, all at the expense of such Grantor. Without limiting the generality of the foregoing, such Grantor shall comply with Section 4.19 of the Indenture.

(e) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets acquired by such Grantor after the date hereof that are required by the Indenture or any Other Pari Passu Lien Obligations Agreement to be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Domestic Subsidiary of any of the US Issuers that is required by the Indenture or any Other Pari Passu Lien Obligations Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Indenture or this Section 4.1.

4.2. Changes in Locations, Name, etc. Each Grantor will furnish to the Notes Collateral Agent prompt written notice of any change in its (i) organizational name, (ii) jurisdiction of organization or formation, (iii) identity or organizational structure, or (iv) organizational identification number. Each Grantor agrees to make all filings under the Uniform Commercial Code or otherwise that are required by applicable law in the United States of America in order for the Notes Collateral Agent to continue at all times following such change to have a valid, legal and perfected Security Interest in all of the Collateral (subject to Permitted Liens, the Other Pari Passu Lien Obligations and the terms of the Intercreditor Agreement).

4.3. Notices.

(a) Each Grantor will advise the Notes Collateral Agent, in reasonable detail, of any Lien of which it has knowledge (other than the Security Interests created hereby and the Notes Liens and other Permitted Liens) on any of the Collateral which would adversely affect, in any material respect, the ability of the Notes Collateral Agent to exercise any of its remedies hereunder.

(b) Upon the occurrence and during the continuation of any Event of Default, and after written notice is delivered to the applicable Grantor, all insurance payments in respect of any Equipment shall be paid to and applied by the Notes Collateral Agent as specified in Section 5.4.

-11-

4.4. Intellectual Property.

(a) With respect to each item of Intellectual Property Collateral owned by each Grantor, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, as applicable, in the United States Patent and Trademark Office, the United States Copyright Office and any other Governmental Authority located in the United States, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application for registration, now or hereafter included in such Intellectual Property Collateral of such Grantor, in each case, except to the extent such Grantor determines in its reasonable business judgment that the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business.

(b) Such Grantor shall (and shall cause all its licensees to), in such Grantor’s reasonable business judgment (i) (1) continue to use each Trademark included in the Intellectual Property Collateral in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (2) maintain at least the same standards of quality of products and services offered under such Trademark as are currently maintained, (3) use such Trademark with the appropriate notice of registration and all other notices and legends to the extent required by applicable law, (4) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless the Notes Collateral Agent shall obtain a perfected Security Interest in such other Trademark pursuant to this Agreement and (ii) not do any act or omit to do any act whereby (w) such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, (x) any Patent included in the Intellectual Property Collateral may become forfeited, misused, unenforceable, abandoned or dedicated to the public or (y) any portion of the Copyrights included in the Intellectual Property Collateral may become invalidated, otherwise impaired or fall into the public domain, except in each case to the extent failure to do any of the foregoing would not reasonably be expected to result in a Material Adverse Effect.

(c) No Grantor shall discontinue use of or otherwise abandon any owned Intellectual Property Collateral unless such Grantor shall have previously determined that such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business, except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect.

(d) In the event that any Grantor becomes aware after the date hereof that any item of its material Intellectual Property Collateral is being infringed or misappropriated by a third party in any way that would reasonably be expected to have a Material Adverse Effect, such Grantor shall promptly notify the Notes Collateral Agent and take such actions, at its expense, as such Grantor deems reasonable and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, if such Grantor deems it necessary, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation.

(e) With respect to its United States Registered Intellectual Property owned by such Grantor in its own name on the date hereof, each Grantor agrees to execute or otherwise authenticate an agreement, in substantially the form set forth in Exhibit 3 hereto (an “Intellectual Property Security Agreement”), for recording the Security Interest granted hereunder to the Notes Collateral Agent in such United States Registered Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in such Registered Intellectual Property, except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect.

-12-

4.5. Letter-of-Credit Rights. Subject to the Intercreditor Agreement, if any Grantor is or becomes the beneficiary of a letter of credit having a face amount in excess of $5,000,000, which Letter-of-Credit Rights are not Supporting Obligations with respect to any Collateral in which the Security Interest is perfected, such Grantor shall promptly notify the Notes Collateral Agent thereof and such Grantor shall, at the request of the Notes Collateral Agent, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, use commercially reasonable efforts to cause the issuer and/or confirmation bank to either (i) consent to the assignment of any Letter-of-Credit Rights to the Notes Collateral Agent or (ii) agree to direct all payments thereunder following the occurrence and during the continuance of an Event of Default to an account as directed by the Notes Collateral Agent for application to the Secured Obligations, in accordance with the provisions of the Indenture.

4.6. Commercial Tort Claims. As of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claim in excess of $5,000,000 other than those listed in Schedule 3 hereto. If any Grantor shall at any time after the date hereof hold or acquire a new Commercial Tort Claim, such Grantor shall, within the time period specified in Section 4.03(a)(i) of the Indenture after the end of each fiscal year, and within the time period specified in Section 4.03(a)(ii) of the Indenture after the end of each of the first three fiscal quarters of each fiscal year, execute and deliver to the Notes Collateral Agent agreements granting to the Notes Collateral Agent a Security Interest therein (subject to the terms of the Intercreditor Agreement) and in the Proceeds thereof, all upon the terms of this Agreement, with such agreement to be in form and substance reasonably satisfactory to the Notes Collateral Agent. The requirement in the preceding sentence shall not apply to the extent that the amount of each such Commercial Tort Claim held by a Grantor does not exceed $5,000,000 or to the extent such Grantor shall have previously notified the Notes Collateral Agent with respect to any previously held or acquired Commercial Tort Claims.

5. Remedial Provisions.

5.1. [Reserved].

5.2. Communications with Obligors; Grantors Remain Liable.

(a) The Notes Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of an Event of Default, after giving reasonable written notice to the relevant Grantor of its intent to do so, communicate with obligors under the Accounts to verify with them to the Notes Collateral Agent’s satisfaction the existence, amount and terms of any Accounts. The Notes Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

(b) Upon the written request of the Notes Collateral Agent at any time after the occurrence and during the continuation of an Event of Default, each Grantor shall notify obligors on the Accounts that the Accounts have been assigned to the Notes Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Notes Collateral Agent and may enforce such Grantor’s rights against such obligors.

(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Notes Collateral Agent nor any Secured Party shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Notes Collateral Agent or any Secured Party of any payment relating thereto, nor shall the Notes Collateral Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

-13-

5.3. Proceeds to be Turned Over To Notes Collateral Agent. In addition to the rights of the Notes Collateral Agent and the other Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Notes Collateral Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 6.01(a)(6) or (7) of the Indenture shall be deemed to constitute a request by the Notes Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Notes Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Notes Collateral Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Notes Collateral Agent, if required). All Proceeds received by the Notes Collateral Agent hereunder shall be held by the Notes Collateral Agent in a Collateral Account maintained under its sole dominion and control and on terms and conditions reasonably satisfactory to the Notes Collateral Agent. All Proceeds while held by the Notes Collateral Agent in a Collateral Account (or by such Grantor in trust for the Notes Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

5.4. Application of Proceeds.

(a) Subject to the terms of the Intercreditor Agreement and except as expressly provided elsewhere in this Agreement or any other Notes Document, all proceeds received by the Notes Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral shall be applied as follows:

(i) FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the Notes Collateral Agent or Trustee in connection with such sale, collection or realization or otherwise in connection with this Agreement, the other Security Documents or any of the Secured Obligations, including all court costs and the reasonable and documented fees and expenses of its agents and legal counsel, the repayment of all advances made by the Notes Collateral Agent hereunder or under any other Security Document on behalf of any Grantor and any other reasonable and documented out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Security Document and other amounts due to the Trustee and the Notes Collateral Agent under Section 7.07 of the Indenture or Article 11 of the Indenture;

(ii) SECOND, to Holders and the holders of any Other Pari Passu Lien Obligations for amounts due and unpaid on the Notes Obligations and any Other Pari Passu Lien Obligations for the principal, premium, if any, and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes Obligations and any Other Pari Passu Lien Obligations for principal, premium, if any, and interest, respectively, owing to them on the date of any such distribution;

-14-

(iii) THIRD, without duplication, to Secured Parties for any other Secured Obligations owing to the Secured Parties under the Notes Documents and any Other Pari Passu Lien Obligations Agreement; and

(iv) FOURTH, to the Grantors or as otherwise directed by a court of competent jurisdiction.

(b) In making the determination and allocations required by this Section 5.4, the Notes Collateral Agent may conclusively rely upon information supplied by (i) the Trustee as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Notes Obligations and (ii) the Applicable Authorized Representative as to the amounts of unpaid principal and interest and other amounts outstanding with respect to such Other Pari Passu Lien Obligations and the Notes Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information; provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Notes Collateral Agent pursuant to this Section 5.4 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Notes Collateral Agent shall have no duty to inquire as to the application by the Trustee, or an Authorized Representative of any amounts distributed to such Person.

(c) If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or other recovery in trust for the benefit of all Secured Parties hereunder for distribution in accordance with this Section 5.4.

(d) Upon any sale of the Collateral by the Notes Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Notes Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Notes Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

5.5. Code and Other Remedies. If an Event of Default shall occur and be continuing, subject to the terms of the Intercreditor Agreement, the Notes Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the NY UCC or any other applicable law or in equity and also may without demand of performance or other demand, presentment, protest, advertisement or notice of any kind except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange broker’s board or at any of the Notes Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral. The Notes Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Notes Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. 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 that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Notes

-15-

Collateral Agent or any Secured Party shall have the right upon any such public sale, and, to the extent permitted by applicable law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, and the Notes Collateral Agent or such Secured Party may, subject to (x) the satisfaction in full in cash of all payments due pursuant to Section 5.4(a)(i) hereof and (y) the satisfaction of the Secured Obligations in accordance with the priorities set forth in Section 5.4(a) hereof, pay the purchase price by crediting the amount thereof against the Secured Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten 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 Notes Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Notes Collateral 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. To the extent permitted by applicable law, each Grantor hereby waives any claim against the Notes Collateral 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 that might have been obtained at a public sale, even if the Notes Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Notes Collateral Agent’s request, to assemble the Collateral and make it available to the Notes Collateral Agent at places which the Notes Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Notes Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.5 in accordance with the provisions of Section 5.4 hereof. As an alternative to exercising the power of sale herein conferred upon it, the Notes Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 5.5 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the NY UCC or its equivalent in other jurisdictions.

5.6. Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorneys employed by the Notes Collateral Agent or any Secured Party to collect such deficiency.

5.7. Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Grantor and without notice to or further assent by any Grantor, (a) any demand for payment of any of the Secured Obligations made by the Notes Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Notes Collateral Agent or any other Secured Party, (c) the Notes Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the terms of the applicable Notes Document or Other Pari Passu Lien Obligations Agreement, and (d) any collateral security, guarantee or right of offset at any time held by the Notes Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Notes Collateral Agent nor any other Secured Party shall have any obligation to protect, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Agreement or any property subject thereto. When making any demand hereunder against any Grantor, the Notes Collateral Agent or any other Secured Party, may, but shall be under no obligation to, make a similar demand on any of the Issuers or any other Grantor, and any failure by the Notes Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any of the Issuers or any other Grantor or any release of any of the Issuers or any other Grantor shall not relieve any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Notes Collateral Agent or any other Secured Party against any Grantor. For the purpose hereof “demand” shall include the commencement and continuance of any legal proceedings.

-16-

6. The Notes Collateral Agent.

6.1. Notes Collateral Agent’s Appointment as Attorney-in-Fact, etc.

(a) Each Grantor hereby appoints, which appointment is irrevocable and coupled with an interest, effective upon the occurrence and during the continuation of an Event of Default, the Notes Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, for the purpose of carrying out the terms of this Agreement and the other Notes Documents, to take any and all appropriate action and to execute any and all documents and instruments which the Notes Collateral Agent may deem necessary or desirable to accomplish the purposes of this Agreement and the other Notes Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Notes Collateral Agent the power and right, on behalf of such Grantor, either in the Notes Collateral Agent’s name or in the name of such Grantor or otherwise, without assent by such Grantor, to do any or all of the following at the same time or at different times, in each case after the occurrence and during the continuation of an Event of Default and after written notice by the Notes Collateral Agent of its intent to do so, and in each case subject to the terms of the Intercreditor Agreement:

(i) take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Notes Collateral Agent for the purpose of collecting any and all such moneys due under any Account or with respect to any other Collateral whenever payable;

(ii) in the case of any Patents, Trademarks or Copyrights, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Notes Collateral Agent may reasonably request to evidence the Notes Collateral Agent’s and the Secured Parties’ Security Interest in such Patents, Trademarks or Copyrights and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral;

(iv) execute, in connection with any sale provided for in Section 5.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral;

(v) obtain, pay and adjust insurance required to be maintained by such Grantor or paid to the Notes Collateral Agent pursuant to the Indenture;

(vi) send verifications of Accounts to any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account;

-17-

(vii) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Notes Collateral Agent or as the Notes Collateral Agent shall direct;

(viii) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral;

(ix) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral;

(x) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral;

(xi) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral (with such Grantor’s consent (not to be unreasonably withheld or delayed) to the extent such action or its resolution could materially affect such Grantor or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral; provided that such consent right shall not limit any other rights or remedies available to the Notes Collateral Agent at law);

(xii) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Notes Collateral Agent may deem appropriate (with such Grantor’s consent (not to be unreasonably withheld or delayed) to the extent such action or its resolution could materially affect such Grantor or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral; provided that such consent right shall not limit any other rights or remedies available to the Notes Collateral Agent at law);

(xiii) assign any Intellectual Property Collateral throughout the world for such term or terms, on such conditions, and in such manner, as the Notes Collateral Agent shall in its reasonable business discretion determine; and

(xiv) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Notes Collateral Agent were the absolute owner thereof for all purposes, and do, at the Notes Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that the Notes Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Notes Collateral Agent’s and the Secured Parties’ Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 6.l(a) to the contrary notwithstanding, the Notes Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6.1(a) unless an Event of Default shall have occurred and be continuing.

(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Notes Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

-18-

(c) The expenses of the Notes Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1 shall be payable by such Grantor to the Notes Collateral Agent on demand.

(d) Each Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Security Interests created hereby are released.

6.2. Duty of Notes Collateral Agent. The Notes Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the NY UCC or otherwise, shall be to deal with it in the same manner as the Notes Collateral Agent deals with similar property for its own account. The Notes Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Notes Collateral Agent accords its own property. Neither the Notes Collateral Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any 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 any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Notes Collateral Agent and the other Secured Parties hereunder are solely to protect the Notes Collateral Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Notes Collateral Agent or any other Secured Party to exercise any such powers. The Notes Collateral Agent and the other 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.

6.3. Authority of Notes Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of the Notes Collateral Agent under this Agreement with respect to any action taken by the Notes Collateral Agent or the exercise or non-exercise by the Notes Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Notes Collateral Agent and the other Secured Parties, be governed by this Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Notes Collateral Agent and the Grantors, the Notes Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

6.4. Security Interest Absolute. All rights of the Notes Collateral Agent hereunder, the Security Interests created hereby and all obligations of the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any other Notes Document, Other Pari Passu Lien Obligations Agreement, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Indenture, any other Notes Document, Other Pari Passu Lien Obligations Agreement or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement.

-19-

6.5. Continuing Security Interest; Assignments Under the Notes Documents; Release.

(a) A Subsidiary Grantor shall automatically be released from its obligations hereunder and the Security Interests in the Collateral of such Subsidiary Grantor created hereby shall be automatically released upon the consummation of any transaction permitted by the Indenture, as a result of which such Subsidiary Grantor ceases to be a Restricted Subsidiary of the Company or otherwise becomes an Excluded Subsidiary; provided that the Applicable Authorized Representative shall have consented to such transaction (to the extent such consent is required by, as applicable, the Indenture or any Other Pari Passu Lien Obligations Agreement(s)) and the terms of such consent did not provide otherwise.

(b) The Security Interests in Collateral created hereby securing the Notes Obligations shall be released pursuant to the terms set forth in the Indenture. The Security Interest in Collateral created hereby securing the Other Pari Passu Lien Obligations shall be released on the terms set forth in the applicable Other Pari Passu Lien Obligations Agreement.

(c) In connection with any termination or release pursuant to this Section 6.5, the Notes Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release; provided, however, that with respect to the release of any item of Collateral pursuant to this Section 6.5 in connection with any request of evidence of termination or release made of the Notes Collateral Agent, the Notes Collateral Agent may request that the Grantor deliver a certificate of an Authorized Officer to the effect that the sale or transfer transaction is in compliance with the Notes Documents and as to such other matters as the Notes Collateral Agent may request. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Notes Collateral Agent.

6.6. Reinstatement. This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Notes Collateral Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any of the Issuers or any other Grantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any of the Issuers or any other Grantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

6.7. Enforcement. Subject to the Notes Collateral Agent’s rights under Sections 6.1 and 7.3 of this Agreement and the Notes Documents and whether or not a Default has occurred under the Indenture or under an Other Pari Passu Lien Obligations Agreement or both, the Applicable Authorized Representative may (to the extent provided (whether in general or specific terms) by, as applicable, the Indenture or any Other Pari Passu Lien Obligations Agreement(s)) direct the Notes Collateral Agent in exercising any right or remedy available to the Notes Collateral Agent under this Agreement or any other Notes Document. No Secured Party (other than the Notes Collateral Agent) shall have any individual right to pursue any remedies under this Agreement or the other Notes Documents against any Grantor.

7. Miscellaneous.

7.1. Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Grantor and the Notes Collateral Agent in accordance with Article 9 of the Indenture and the relevant provisions of each Other Pari Passu Lien Obligations Agreement; provided, however, that this Agreement may be supplemented (but no existing provisions may be modified and no Collateral may be released) through agreements substantially in the form of Exhibit 1 and Exhibit 2, respectively, in each case duly executed by each Grantor directly affected thereby.

-20-

7.2. Notices. All notices, requests and demands to or upon Notes Collateral Agent, any Authorized Representative or any Grantor hereunder shall be effected in the manner provided for in Section 13.02 of the Indenture; provided, however, that any such notice, request or demand to or upon any Grantor shall be addressed to the Company’s notice address set forth in such Section 13.02 and any notice to any Authorized Representative shall be addressed to the address set forth in the Other Pari Passu Lien Secured Party Consent, as may be amended by further notice to parties hereto.

7.3. No Waiver by Course of Conduct; Cumulative Remedies. Neither the Notes Collateral Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 7.1 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default or in any breach of any of the terms and conditions hereof, the Other Pari Passu Lien Obligations Agreement or of any other applicable Notes Document. No failure to exercise, nor any delay in exercising, on the part of the Notes Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Notes Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Notes Collateral Agent or such other Secured Party would otherwise have on any other occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

7.4. Enforcement Expenses; Indemnification.

(a) Each Grantor agrees to pay any and all reasonable and documented expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Secured Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Agreement to the extent any of the Issuers would be required to do so pursuant to Section 7.07 of the Indenture.

(b) Each Grantor agrees to pay, and to hold the Notes Collateral Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement to the extent any of the Issuers would be required to do so pursuant to Section 7.07 of the Indenture.

(c) Without limitation of its indemnification obligations under the other Notes Documents, each Grantor agrees to pay, and to hold the Notes Collateral Agent and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent any of the Issuers would be required to do so pursuant to Section 7.07 of the Indenture.

(d) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The agreements in this Section 7.4 shall survive termination of this Agreement or any other Notes Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Notes Document or any investigation made by or on behalf of the Notes Collateral Agent or any other Secured Party. All amounts due under this Section 7.4 shall be payable on written demand therefor.

-21-

7.5. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Notes Collateral Agent, except pursuant to a transaction expressly permitted by the Indenture.

7.6. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Notes Collateral Agent and the Company.

7.7. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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.

7.8. Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

7.9. Integration. This Agreement represents the agreement of each of the Grantors with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the Notes Collateral Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Notes Documents.

7.10. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

7.11. Submission To Jurisdiction Waivers. Each Grantor hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Notes Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

-22-

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 7.2 or at such other address of which the Notes Collateral Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right of the Notes Collateral Agent or any other Secured Party to effect service of process in any other manner permitted by applicable law or shall limit the right of the Notes Collateral Agent or any other Secured Party to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 7.11 any special, exemplary, punitive or consequential damages.

7.12. Acknowledgments. Each Grantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Notes Documents to which it is a party;

(b) neither the Notes Collateral Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Notes Documents, and the relationship between the Grantors, on the one hand, and the Notes Collateral Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor;

(c) no joint venture is created hereby or by the other Notes Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Grantors and the Secured Parties; and

(d) upon any Event of Default, the Notes Collateral Agent may proceed without notice against any Grantor and any Collateral to collect and recover the full amount of any Obligation then due, without first proceeding against any other Grantor or any other Collateral and without first joining any other Grantor in any proceeding.

7.13. Additional Grantors. Each Domestic Subsidiary of the Company that is required to become a party to this Agreement pursuant to Section 4.15 of the Indenture or pursuant to any Other Pari Passu Lien Obligations Agreement and the terms hereof shall become a Grantor, with the same force and effect as if originally named as a Grantor herein, for all purposes of this Agreement upon execution and delivery by such Subsidiary of a Supplement substantially in the form of Exhibit 1 hereto. The execution and delivery of any instrument adding an additional Grantor as a party to this Agreement shall not require the consent of any other Grantor hereunder. 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.

7.14. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER NOTES DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

-23-

7.15. Intercreditor Agreement and Indenture Govern. Notwithstanding anything herein to the contrary, this Agreement, the Liens and Security Interests granted to the Notes Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Notes Collateral Agent and the other Secured Parties hereunder, in each case, with respect to the Revolving Priority Collateral and Revolving Liens are subject to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement with respect to the Revolving Priority Collateral and Revolving Liens, the provisions of the Intercreditor Agreement shall prevail. Subject to the preceding sentence, in the event of any conflict between the terms of this Agreement and the Indenture, as among the Grantors, the Notes Collateral Agent, the Trustee and the Holders of the Notes, the Indenture shall prevail.

7.16. Obligations of Grantors. Notwithstanding anything herein to the contrary, prior to the Discharge of Revolving Obligations (as defined in the Intercreditor Agreement), so long as the Revolving Collateral Agent pursuant to the Revolving Loan Documents is acting as bailee and non-fiduciary agent for perfection on behalf of the Notes Collateral Agent pursuant to the terms of the Intercreditor Agreement, any obligation of any Grantor in this Agreement that requires (or any representation or warranty hereunder to the extent that it would have the effect of requiring) (i) delivery of Collateral to, or the possession or control of Collateral with, the Notes Collateral Agent shall be deemed complied with and satisfied (or, in the case of any representation or warranty hereunder, shall be deemed to be true) if such delivery of Collateral is made to, or such possession or control of Collateral is with, the Revolving Collateral Agent pursuant to the Revolving Loan Documents or (ii) other than with respect to any releases of Liens on any Collateral, the consent of the Notes Collateral Agent regarding Revolving Priority Collateral shall not be unreasonably withheld or delayed to the extent the Revolving Collateral Agent has given such consent.

7.17. Other Pari Passu Lien Obligations. On or after the date hereof and so long as expressly permitted by the Indenture and any Other Pari Passu Lien Obligations Agreement then outstanding, the Company may from time to time designate Indebtedness at the time of incurrence to be secured on a pari passu basis with the Notes Obligations as Other Pari Passu Lien Obligations hereunder by delivering to the Notes Collateral Agent and each Authorized Representative (a) a certificate signed by an Officer of the Company (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Other Pari Passu Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other Pari Passu Lien Obligations complies with the terms of the Indenture and any Other Pari Passu Lien Obligations Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations and (b) a fully executed Other Pari Passu Lien Secured Party Consent (in the form attached as Exhibit 4). Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Notes Collateral Agent shall act as agent under this Agreement for the Authorized Representative and the holders of such Other Pari Passu Lien Obligations and as collateral agent for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Other Pari Passu Lien Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Notes Collateral Agent for the Authorized Representative and the holders of such Other Pari Passu Lien Obligations as set forth in each Other Pari Passu Lien Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement, the Other Pari Passu Lien Secured Party Consent and the Intercreditor Agreement.

[Signature Pages Follow]

-24-

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

ASSOCIATED MATERIALS, LLC, as a Grantor
By:	/s/ Stephen E. Graham
	Name:	Stephen E. Graham
	Title:	Vice President — Chief Financial Officer, Treasurer and Secretary
GENTEK HOLDINGS, LLC, as a Grantor
By:	/s/ Stephen E. Graham
	Name:	Stephen E. Graham
	Title:	Vice President — Chief Financial Officer, Treasurer and Secretary
GENTEK BUILDING PRODUCTS, INC., as a Grantor
By:	/s/ Stephen E. Graham
	Name:	Stephen E. Graham
	Title:	Vice President — Chief Financial Officer, Treasurer and Secretary

[Signature Page to Notes Security Agreement]

CAREY NEW FINANCE, INC., as a Grantor
By:	/s/ Erik D. Ragatz
	Name:	Erik D. Ragatz
	Title:	President, Treasurer and Secretary

[Signature Page to Notes Security Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Notes Collateral Agent
By:	/s/ John C. Stohlmann
	Name:	John C. Stohlmann
	Title:	Vice President

[Signature Page to Notes Security Agreement]

ANNEX A TO THE
NOTES SECURITY AGREEMENT

US SUBSIDIARY GRANTORS

US Subsidiary Grantors

GENTEK HOLDINGS, LLC
GENTEK BUILDING PRODUCTS, INC.
CAREY NEW FINANCE, INC.

Notice Address for All Grantors

Phone:
Facsimile:
Attention:

A-1

SCHEDULE 1 TO THE
NOTES SECURITY AGREEMENT

UNITED STATES REGISTERED INTELLECTUAL PROPERTY

A. UNITED STATES COPYRIGHT REGISTRATIONS

None

B. UNITED STATES PATENTS AND PATENT APPLICATIONS

			Issue/Filing
Title	Patent/Applic. No		Date	Record Owner
U.S. Issued Patents
Siding Panel with Interlocking Projection		5,775,042	7/7/1998	Associated Materials, LLC
Interlocking Siding Panel		5,878,543	3/9/ 1999	Associated Materials, LLC
Splicing Member for Siding Panels		6,050,041	4/18/2000	Associated Materials, LLC
Clip for Siding Panels		6,367,220	4/9/2002	Associated Materials, LLC
Splicing Member for Siding Panels		6,393,792	5/28/2002	Associated Materials, LLC
Siding Panel with Insulated Backing Panel		7,188,454	3/13/2007	Associated Materials, LLC
Siding Panel with Insulated Backing Panel		7,040,067	5/9/2006	Associated Materials, LLC
Splicer for Siding Panel Assembly		7,478,507	1/20/2009	Associated Materials, LLC
Modular fencing components		5,421,556	6/6/1995	Associated Materials, LLC
Vinyl door panel section		5,445,208	8/29/1995	Gentek Building Products, Inc.
Interlocking panel and method of making the same		5,661,939	9/2/1997	Gentek Building Products, Inc.

A-2

			Issue/Filing
Title	Patent/Applic. No		Date	Record Owner
Plastic covered articles for railings and a method of making the same		5,759,660	6/2/1998	Gentek Building Products, Inc.
Tubular fencing components formed from plastic sheet material		5,899,239	5/41999	Associated Materials, LLC
Fencing system with partial wrap components and tongue and groove board substitute		6,311,955	11/6/2001	Associated Materials, LLC
Post structure		5,704,188	1/6/1998	Associated Materials, LLC
Interlocking panel with channel nailing hem		6,370,832	4/16/2002	Associated Materials, LLC
Cap for tubular construction components and connector		6,804,921	10/19/2004	Associated Materials, LLC
Method for extruding plastic with accent color pattern		5,387,381	3/7/1995	Gentek Building Products, Inc.
U.S. Patent Applications
Siding Panel with Insulated Backing Panel		11/462,477	9/29/2006	Associated Materials, LLC
Siding Panel Assembly with Splicing Member and Insulating Panel		12/056,731	3/27/2008	Associated Materials, LLC
Siding Panel Formed of Polymer and Wood Flour		12/414,746	3/31/2009	Associated Materials, LLC
U.S. Design Patents
Siding Element		D603,067	10/27/2009	Associated Materials, LLC
Siding Element		D603,068	10/27/2009	Associated Materials, LLC
Siding Element		D603,069	10/27/2009	Associated Materials, LLC Materials, LLC

C. UNITED STATES REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS

See Attached

A-3

SCHEDULE 2 TO THE
NOTES SECURITY AGREEMENT

EXCLUSIVE IP AGREEMENTS

License agreement between Acuity Management, Inc. (Licensor) and Gentek Building Products, Inc. (Licensee) dated January 1^st, 1998, as extended in a License Agreement Extension (not dated), for use of the Revere Marks.

A-4

SCHEDULE 3 TO THE
NOTES SECURITY AGREEMENT

COMMERCIAL TORT CLAIMS

None

A-5

EXHIBIT 1 TO THE
NOTES SECURITY AGREEMENT

SUPPLEMENT NO. [     ], dated as of [                    ] (this “Supplement”), to the NOTES SECURITY AGREEMENT, dated as of October 13, 2010 (the “Notes Security Agreement”), among ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (the “Company”), and each of the subsidiaries of the Company listed on Annex A thereto (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and, together with the Company, collectively, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as notes collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Notes Collateral Agent”).

A. Capitalized terms used herein and not otherwise defined herein (including terms used in the preamble and the recitals) shall have the meanings assigned to such terms in the Notes Security Agreement.

B. The rules of construction and other interpretive provisions specified in Section 1.4 of the Indenture shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. Section 7.13 of the Notes Security Agreement provides that each Domestic Subsidiary of any of the Company that is required to become a party to the Notes Security Agreement pursuant to Section 4.15 of the Indenture and the terms hereof shall become a Grantor, with the same force and effect as if originally named as a Grantor therein, for all purposes of the Notes Security Agreement upon execution and delivery by such Subsidiary of an instrument in the form of this Supplement. Each undersigned Grantor (each, a “New Grantor”) is executing this Supplement in accordance with the requirements of the Notes Security Agreement to become a Grantor under the Notes Security Agreement as consideration for the Secured Obligations.

Accordingly, the Notes Collateral Agent and the New Grantors agree as follows:

SECTION 1. In accordance with Section 7.13 of the Notes Security Agreement, each New Grantor by its signature below becomes a Grantor under the Notes Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Notes Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date). In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Secured Obligations, does hereby assign, pledge, mortgage and hypothecate to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, for the benefit of the Secured Parties, a Security Interest in all of the Collateral of such New Grantor, in each case whether now or hereafter existing or in which now has or hereafter acquires an interest. Each reference to a “Grantor” in the Notes Security Agreement shall be deemed to include each New Grantor. The Notes Security Agreement is hereby incorporated herein by reference.

SECTION 2. Each New Grantor represents and warrants to the Notes Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and subject to general principles of equity (whether considered in a proceeding in equity or law).

Ex. 1-1

SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the Notes Collateral Agent and the Company. This Supplement shall become effective as to each New Grantor when the Notes Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Grantor and the Notes Collateral Agent.

SECTION 4. Such New Grantor hereby represents and warrants that (a) set forth on Schedule A attached hereto is (i) the legal name of such New Grantor, (ii) the jurisdiction of incorporation or organization of such New Grantor, (iii) the identity or type of organization or corporate structure of such New Grantor and (iv) the Federal Taxpayer Identification Number and organizational number of such New Grantor and (b) as of the date hereof (i) Schedule B hereto sets forth all of the Registered Intellectual Property owned by such New Grantor in its name, and indicates for each such item, as applicable, the application and/or registration number, date and jurisdiction of filing and/or issuance, and the identity of the current applicant or registered owner, (ii) Schedule C hereto sets forth all Exclusive IP Agreements of such New Grantor and (iii) Schedule D sets forth all Commercial Tort Claims in excess of $5,000,000 held by such New Grantor.

SECTION 5. Except as expressly supplemented hereby, the Notes Security Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Notes Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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 8. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.02 of the Indenture. All communications and notices hereunder to each New Grantor shall be given to it in care of the Company at the Company’s address set forth in Section 13.02 of the Indenture.

SECTION 9. Each New Grantor agrees to reimburse the Notes Collateral Agent for its reasonable and documented out-of-pocket expenses in connection with this Supplement, including the reasonable and documented fees, other charges and disbursements of counsel for the Notes Collateral Agent.

Ex. 1-2

IN WITNESS WHEREOF, each New Grantor and the Notes Collateral Agent have duly executed this Supplement to the Notes Security Agreement as of the day and year first above written.

[NEW GRANTOR(S)],
By:
	Name:
	Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Notes Collateral Agent
By:
	Name:
	Title:

Ex. 1-3

SCHEDULE A
TO SUPPLEMENT NO. __ TO THE
NOTES SECURITY AGREEMENT

CORPORATE INFORMATION

			Federal Taxpayer
	Jurisdiction of		Identification Number
	Incorporation or	Type of Organization or	and Organizational
Legal Name	Organization	Corporate Structure	Identification Number

Ex. 1-4

SCHEDULE B
TO SUPPLEMENT NO. ___ TO THE
NOTES SECURITY AGREEMENT

UNITED STATES REGISTERED INTELLECTUAL PROPERTY

A. UNITED STATES COPYRIGHT REGISTRATIONS

Registered Owner/Grantor Title Registration Number

B. UNITED STATES PATENTS AND PATENT APPLICATIONS

		Registration	Application
Registered Owner/Grantor	Patent Title	No.	No.

C. UNITED STATES REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS

		Registration	Application
Registered Owner/Grantor	Trademark Title	No.	No.

Ex. 1-5

SCHEDULE C
TO SUPPLEMENT NO. ___ TO THE
NOTES SECURITY AGREEMENT

EXCLUSIVE IP AGREEMENTS

Ex. 1-6

SCHEDULE D
TO SUPPLEMENT NO. ___ TO THE
NOTES SECURITY AGREEMENT

COMMERCIAL TORT CLAIMS

Ex. 1-7

EXHIBIT 2 TO THE
NOTES SECURITY AGREEMENT

SUPPLEMENT NO. [     ], dated as of [                    ] (this “Supplement”), to the NOTES SECURITY AGREEMENT, dated as of October 13, 2010 (the “Notes Security Agreement”), among ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (the “Company”), and each of the subsidiaries of the Company listed on Annex A thereto (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and, together with the Company, collectively, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as notes collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Notes Collateral Agent”).

A. Capitalized terms used herein and not otherwise defined herein (including terms used in the preamble and the recitals) shall have the meanings assigned to such terms in the Notes Security Agreement.

B. The rules of construction and other interpretive provisions specified in Section 1.04 of the Indenture shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. Pursuant to Section 4.1(c) of the Notes Security Agreement, each Grantor has agreed to deliver to the Notes Collateral Agent a written supplement substantially in the form of Exhibit 2 thereto with respect to any After-Acquired Intellectual Property Collateral. The Grantors have identified the additional After-Acquired Intellectual Property Collateral acquired by such Grantors after the date of the Notes Security Agreement set forth on Schedules I and II hereto (collectively, the “Additional Collateral”).

Accordingly, the Notes Collateral Agent and the Grantors agree as follows:

SECTION 1. Schedules 1 and 2 of the Notes Security Agreement are hereby supplemented, as applicable, by the information set forth in Schedules I and II hereto.

SECTION 2. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the Notes Collateral Agent and the Company. This Supplement shall become effective as to each Grantor when the Notes Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such Grantor and the Notes Collateral Agent.

SECTION 3. Except as expressly supplemented hereby, the Notes Security Agreement shall remain in full force and effect.

SECTION 4. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Ex. 2-1

SECTION 5. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Notes Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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 6. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.02 of the Indenture. All communications and notices hereunder to each Grantor shall be given to it in care of the Company at the Company’s address set forth in Section 13.02 of the Indenture.

SECTION 7. Each Grantor agrees to reimburse the Notes Collateral Agent for its reasonable and documented out-of-pocket expenses in connection with this Supplement, including the reasonable and documented fees, other charges and disbursements of counsel for the Notes Collateral Agent.

Ex. 2-2

IN WITNESS WHEREOF, each Grantor and the Notes Collateral Agent have duly executed this Supplement to the Notes Security Agreement as of the day and year first above written.

[GRANTORS],
By:
	Name:
	Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Notes Collateral Agent
By:
	Name:
	Title:

Ex. 2-3

SCHEDULE I
TO SUPPLEMENT NO. ___ TO THE
NOTES SECURITY AGREEMENT

UNITED STATES REGISTERED INTELLECTUAL PROPERTY

A. UNITED STATES COPYRIGHT REGISTRATIONS

Registered Owner/Grantor Title Registration Number

B. UNITED STATES PATENTS AND PATENT APPLICATIONS

		Registration	Application
Registered Owner/Grantor	Patent Title	No.	No.

C. UNITED STATES REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS

		Registration	Application
Registered Owner/Grantor	Trademark Title	No.	No.

Ex. 2-4

SCHEDULE II
TO SUPPLEMENT NO. ___ TO THE
NOTES SECURITY AGREEMENT

EXCLUSIVE IP AGREEMENTS

Ex. 2-5

EXHIBIT 3 TO THE
NOTES SECURITY AGREEMENT

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “IP Security Agreement”), dated as of [_____], 20[_], among the Person listed on the signature pages hereof (the “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as notes collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Notes Collateral Agent”).

A. Capitalized terms used herein and not otherwise defined herein (including terms used in the preamble and the recitals) shall have the meanings assigned to such terms in the NOTES SECURITY AGREEMENT, dated as of October 13, 2010 (the “Notes Security Agreement”), among ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (the “Company”), and each of the subsidiaries of the Company listed on Annex A thereto (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and, together with the Company, collectively, the “Grantors”), and the Notes Collateral Agent.

B. The rules of construction and other interpretive provisions specified in the Indenture shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. Pursuant to Section 4.4(e) of the Notes Security Agreement, Grantor has agreed to execute or otherwise authenticate this IP Security Agreement for recording the Security Interest granted under the Notes Security Agreement to the Notes Collateral Agent in such Grantor’s United States Registered Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in such Registered Intellectual Property.

Accordingly, the Notes Collateral Agent and Grantor agree as follows:

SECTION 1. Grant of Security.¹ The Grantor hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties a Security Interest in all of such Grantor’s right, title and interest in and to the [United States Trademark registrations and applications] [United States Patent registrations and applications] [United States Copyright registrations and applications] set forth in Schedule A hereto (collectively, the “Collateral”).

SECTION 2. Security for Obligations. The grant of a Security Interest in the Collateral by Grantor under this IP Security Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed to the Notes Collateral Agent or the Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving Grantor.

SECTION 3. Recordation. Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents, the Commissioner for Trademarks and any other applicable governmental officer located in the United States record this IP Security Agreement.

¹ Separate agreements should be entered in respect of patents, trademarks, and copyrights.

Ex. 3-1

SECTION 4. Grants, Rights and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the Notes Security Agreement. Grantor does hereby acknowledge and confirm that the grant of the Security Interest hereunder to, and the rights and remedies of, the Notes Collateral Agent with respect to the Collateral are more fully set forth in the Notes Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this IP Security Agreement and the terms of the Notes Security Agreement, the terms of the Notes Security Agreement shall govern.

SECTION 5. Counterparts. This IP Security Agreement may be executed by one or more of the parties to this IP Security Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 6. GOVERNING LAW. THIS IP SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 7. Severability. Any provision of this IP Security Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Notes Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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 8. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.02 of the Indenture. All communications and notices hereunder to Grantor shall be given to it in care of the Company at the Company’s address set forth in Section 13.02 of the Indenture.

SECTION 9. Expenses. Grantor agrees to reimburse the Notes Collateral Agent for its reasonable and documented out-of-pocket expenses in connection with this IP Security Agreement, including the reasonable and documented fees, other charges and disbursements of counsel for the Notes Collateral Agent.

Ex. 3-2

IN WITNESS WHEREOF, Grantor and the Notes Collateral Agent have duly executed this IP Security Agreement as of the day and year first above written.

[NAME OF GRANTOR],
By:
	Name:
	Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION as Notes Collateral Agent
By:
	Name:
	Title:

Ex. 3-3

SCHEDULE A TO THE
INTELLECTUAL PROPERTY
SECURITY AGREEMENT

UNITED STATES TRADEMARKS/UNITED STATES PATENTS/
UNITED STATES COPYRIGHTS]

Ex. 3-4

EXHIBIT 4
TO THE
NOTES SECURITY AGREEMENT

FORM OF OTHER PARI PASSU LIEN SECURED PARTY CONSENT

[Name of Authorized Representative]
[Address of Authorized Representative]

[Date]

The undersigned is the Authorized Representative for [list names of new secured parties] who have evidenced in writing their intent and consent to become Secured Parties (the “New Secured Parties”) under the Notes Security Agreement, dated as of October 13, 2010 (the “Notes Security Agreement”), by and among Associated Materials, LLC, a Delaware limited liability company (the “Company”), the subsidiaries of the Company party thereto and Wells Fargo Bank, National Association, as Notes Collateral Agent. Terms used herein but not defined herein have the meanings assigned to such terms in the Notes Security Agreement.

In consideration of the foregoing, the undersigned Authorized Representative hereby:

(i) represents that the Authorized Representative has been duly authorized by the New Secured Parties to become a party to the Notes Security Agreement on behalf of the New Secured Parties under that [DESCRIBE OPERATIVE AGREEMENT] (the “New Secured Obligations”) and to act as the Authorized Representative for the New Secured Parties, including to appoint the Collateral Agent as set forth below;

(ii) acknowledges that each of the New Secured Parties has received a copy of the Notes Security Agreement, the Intercreditor Agreement and the Indenture, and accepts, acknowledges and agrees for itself and each New Secured Party to be bound in all respects by the terms of the Notes Security Agreement, including the provisions of the Indenture incorporated therein by reference;

(iii) appoints and authorizes the Notes Collateral Agent, as Collateral Agent for the New Secured Parties under the Notes Security Agreement and the Intercreditor Agreement, to take such action as agent on its behalf and on behalf of all other Secured Parties and to exercise such powers under the Notes Security Agreement and the Intercreditor Agreement as are delegated to the Notes Collateral Agent by the terms thereof;

(iv) accepts, acknowledges and agrees for itself and each New Secured Party to be bound in all respects by the terms of the Intercreditor Agreement applicable to it and the New Secured Parties and agrees to serve as Authorized Representative for the New Secured Parties with respect to the New Secured Obligations and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms thereof applicable to holders of Other Pari Passu Lien Obligations, with all the rights and obligations of a Notes Claimholder (as defined in the Intercreditor Agreement) thereunder and bound by all the provisions thereof (including, without limitation, Section 9.3 thereof) as fully as if it had been a Notes Claimholder on the effective date of the Intercreditor Agreement and agrees that its address for receiving notices pursuant to the Notes Security Agreement and the other Security Documents shall be as follows:

[Address]

The New Secured Parties shall be the Authorized Representative and the holders of the New Secured Obligations.

Ex. 4-1

The Authorized Representative for itself and each New Secured Party does hereby covenant and agree in favor of Notes Collateral Agent that:

a) The Notes Collateral Agent shall have no obligation whatsoever to the Authorized Representatives or any of the Secured Parties to assure that the Collateral exists or is owned by any Grantor or is cared for, protected, or insured or has been encumbered, or that the Notes Collateral Agent’s liens or security interests have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all or any Grantor’s property constituting collateral intended to be subject to the lien and security interest of the Notes security agreement has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Notes Collateral Agent pursuant to the Notes Security Agreement, any Notes Document or the Intercreditor Agreement other than pursuant to the instructions provided in the Notes Security Agreement, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Notes Collateral Agent shall have no other duty or liability whatsoever to the Authorized Representative or any Secured Party as to any of the foregoing.

b) No provision of the Notes Security Agreement or any Notes Document shall require the Notes Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Required Secured Parties unless the Notes Collateral Agent shall have received indemnity satisfactory to the Notes Collateral Agent against potential costs and liabilities incurred by the Notes Collateral Agent relating thereto. Notwithstanding anything to the contrary contained in the Notes Security Agreement, the Intercreditor Agreement or the Notes Documents, in the event the Notes Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Notes Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other action if the Notes Collateral Agent has determined that the Notes Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances unless the Notes Collateral Agent has received security or indemnity from the Secured Parties in an amount and in a form all satisfactory to the Notes Collateral Agent in its sole discretion, protecting the Notes Collateral Agent from all such liability. The Notes Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Grantors or the Secured Parties to be sufficient.

c) The Notes Collateral Agent (i) shall not be liable for any action taken or omitted to be taken by it in connection with the Intercreditor Agreement or any Notes Documents or instrument referred to herein or therein, except to the extent that any of the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct, (ii) shall not be liable for interest on any money received by it except as the Notes Collateral Agent may agree in writing with the Issuers (and money held in trust by the Notes Collateral Agent need not be segregated from other funds except to the extent required by law) and (iii) may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such counsel. The grant of permissive rights or powers to the Notes Collateral Agent shall not be construed to impose duties to act.

Ex. 4-2

d) In no event shall the Notes Collateral Agent be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage or any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Notes Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

e) The Notes Collateral Agent does not assume any responsibility for any failure or delay in performance or any breach by the Grantors under the Notes Security Agreement, the Intercreditor Agreement and the Notes Documents. The Notes Collateral Agent shall not be responsible to the Secured Parties or any other Person for any recitals, statements, information, representations or warranties contained in any Notes Documents or in any certificate, report, statement, or other document referred to or provided for in, or received by the Notes Collateral Agent under or in connection with, the Notes Security Agreement, the Intercreditor Agreement or any Notes Document; the execution, validity, genuineness, effectiveness or enforceability of the Notes Security Agreement, the Intercreditor Agreement and any Notes Documents of any other party thereto; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Notes Obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure of any obligor to perform its Notes Obligations under the Notes Security Agreement, the Intercreditor Agreement and the Notes Documents. The Notes Collateral Agent shall have no obligation to any Secured Party or any other Person to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any obligor of any terms of the Notes Security Agreement, the Intercreditor Agreement and the Notes Documents, or the satisfaction of any conditions precedent contained in the Notes Security Agreement, the Intercreditor Agreement and any Notes Documents. The Notes Collateral Agent shall not be required to initiate or conduct any litigation or collection or other proceeding under the Notes Security Agreement, the Intercreditor Agreement and the Notes Documents unless expressly set forth hereunder or thereunder. The Notes Collateral Agent shall have the right at any time to seek instructions from the Required Secured Parties with respect to the administration of the Notes Documents.

f) The Secured Parties hereby agree and acknowledge that the Notes Collateral Agent shall not assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of the Notes Security Agreement, the Intercreditor Agreement, the Notes Documents or any actions taken pursuant hereto or thereto. Further, the Secured Parties hereby agree and acknowledge that in the exercise of its rights under the Notes Security Agreement, the Intercreditor Agreement and the Notes Documents, the Notes Collateral Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Notes Collateral Agent in the Collateral, including without limitation the properties under the real property that constitute Collateral, and that any such actions taken by the Notes Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such Collateral, including without limitation the real properties that constitute Collateral, as those terms are defined in Section 101(20)(E) of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq., as amended.

Ex. 4-3

(g) The Authorized Representative for itself and on behalf of the New Secured Parties, shall take such action as Notes Collateral Agent may reasonably request to carry out the intent of the foregoing obligations of the Authorized Representative and the New Secured Parties, an including executing, acknowledging, authorizing, delivering or recording or filing additional instruments, agreements or documents.

The Notes Collateral Agent, by acknowledging and agreeing to this Other Pari Passu Lien Secured Party Consent, and in consideration of the foregoing representations, warranties, covenants and agreements of the Authorized Representative and each other New Secured Party accepts the appointment set forth in clause (iii) above.

THIS OTHER PARI PASSU LIEN SECURED PARTY CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Ex. 4-4

IN WITNESS WHEREOF, the undersigned has caused this Other Pari Passu Lien Secured Party Consent to be duly executed by its authorized officer as of the  _____ day of  _____, 20_.

[AUTHORIZED REPRESENTATIVE]
By:
	Name:
	Title:

Acknowledged and Agreed WELLS FARGO BANK, NATIONAL ASSOCIATION as Notes Collateral Agent
By:
	Name:
	Title:
ASSOCIATED MATERIALS, LLC
By:
	Name:
	Title:

Ex. 4-5

Attachment to Schedule 1(C)

ASSOCIATED MATERIALS, LLC D/B/A ALSIDE
U.S. Trademark Registrations & Applications

Mark	Current Owner	Serial No.	Filing Date	Reg. No.		Reg. Date
ALSIDE	Associated Materials, LLC	73/484,883	6/13/1984		1,361,396	9/24/1985
ALSIDE	Associated Materials, LLC	73/484,991	6/13/1984		1,374,768	12/10/1985
ALSIDE — YOUR FRIEND IN THE BUSINESS	Associated Materials, LLC	78/382,430	3/11/2004		3,124,384	8/1/2006
ALSIDE (stylized)	Associated Materials, LLC	73/484,956	6/13/1984		1,362,890	10/1/1985
ALSIDE (stylized)	Associated Materials, LLC	73/459,005	12/29/1983		1,326,987	3/26/1985
ALSIDE (stylized)	Associated Materials, LLC	73/484,971	6/13/1984		1,366,665	10/22/1985
AMHERST	Associated Materials, LLC	78/326,261	11/11/2003		2,982,062	8/2/2005
ARCHITECTURAL CLASSICS	Associated Materials, LLC	78/378,657	3/4/2004		2,959,666	6/7/2005
ARCHITECTURAL SCALLOPS	Associated Materials, LLC	78/122,394	4/17/2002		2,769,198	9/30/2003
BARRIER XP	Associated Materials, LLC	78/342,765	12/18/2003		3,036,616	12/27/2005
BECAUSE LIFE IS FOR LIVING	Associated Materials, LLC	78/306,666	9/29/2003		2,929,845	3/1/2005

Mark	Current Owner	Serial No.	Filing Date	Reg. No.		Reg. Date
BOARD & BATTEN	Associated Materials, LLC	78/180,101	10/30/2002		2,808,598	1/27/2004
BRADENTON PREMIERE	Associated Materials, LLC	77/771,432	6/30/2009
BRIAR-CUT 2000	Associated Materials, LLC	73/484,170	6/8/1984		1,362,889	10/1/1985
BROOKWOOD	Associated Materials, LLC	78/849,340	3/29/2006		3,541,971	12/2/2008
CENTERLOCK	Associated Materials, LLC	78/138,973	6/26/2002		2,741,918	7/29/2003
CENTERLOCK ENERGY CHOICE	Associated Materials, LLC	78/855,572	4/6/2006		3,244,340	5/22/2007
CENTURION	Associated Materials, LLC	78/784,923	1/4/2006		3,244,126	5/22/2007
CHARTER OAK	Associated Materials, LLC	78/127,536	5/9/2002		2,764,215	9/16/2003
CHARTER OAK ENERGY ELITE	Associated Materials, LLC	78/370,408	2/19/2004		2,999,175	9/20/2005
CHROMATRUE	Associated Materials, LLC	77/616,746	11/18/2008		3,755,833	3/2/2010
CLIMASHIELD	Associated Materials, LLC	76/261,919	5/25/2005		2,696,468	3/11/2003
CLIMATECH	Associated Materials, LLC	75/731,557	6/16/1999		2,420,765	1/16/2001
COLORCONNECT	Associated Materials, LLC	78/111,492	2/27/2002		2,775,465	10/21/2003
CONQUEST	Associated Materials, LLC	75/171,036	9/24/1996		2,126,899	1/6/1998
COVENTRY BY ALSIDE	Associated Materials, LLC	77/342,506	12/3/2007		3,577,573	2/17/2009
CYPRESS CREEK	Associated Materials, LLC	77/035,114	11/2/2006		3,540,750	12/2/2008

Page 2 of 12

Mark	Current Owner	Serial No.	Filing Date	Reg. No.		Reg. Date
ENERGYINTEL	Associated Materials, LLC	77/962,486	3/18/2010
ENERGYMAXX	Associated Materials, LLC	78/308,550	10/2/2003		2,958,504	5/31/2005
ETERNA DECK	Associated Materials, LLC	78/130,856	5/23/2002		2,875,556	8/17/2004
ETERNAFENCE	Associated Materials, LLC	78/263,726	6/18/2003		3,060,897	2/21/2006
ETERNAWELD	Associated Materials, LLC	78/453,460	7/20/2004		3,133,969	8/22/2006
EVERRAIL	Associated Materials, LLC	78/593,059	3/23/2005		3,129,028	8/15/2006
EXCALIBUR	Associated Materials, LLC	75/326,044	7/17/1997		2,189,267	9/15/1998
EXCELLENCE SERIES 62	Associated Materials, LLC	77/829,107	9/17/2009
EXTERIOR ACCENTS	Associated Materials, LLC	78/482,503	9/13/2004		3,003,107	9/27/2005
FAIRHAVEN SOUND	Associated Materials, LLC	78/482,510	9/13/2004		3,136,821	8/29/2006
FIRST IMPRESSIONS	Associated Materials, LLC	78/957,791	8/22/2006
FIRST IMPRESSIONS BY ALSIDE	Associated Materials, LLC	77/115,924	2/26/2007
FIRST ON AMERICA’S HOMES	Associated Materials, LLC	73/484,972	6/13/1984		1,361,397	9/24/1985
FIRST ON AMERICA’S HOMES	Associated Materials, LLC	73/484,992	6/13/1984		1,372,534	11/26/1985
FRAMEWORKS	Associated Materials, LLC	77/964,647	3/22/2010
GALLERY	Associated Materials, LLC	76/135,518	9/26/2000		2,901,919	11/9/2004

Page 3 of 12

Mark	Current Owner	Serial No.	Filing Date	Reg. No.		Reg. Date
GALLERY	Associated Materials, LLC	78/472,644	8/24/2004		3,518,129	10/14/2008
GENEVA	Associated Materials, LLC	78/180,107	10/30/2002		2,808,599	1/27/2004
GREENBRIAR	Associated Materials, LLC	78/766,612	12/5/2005		3,250,778	6/12/2007
GREENBRIAR IV	Associated Materials, LLC	74/638,721	2/27/1995		1,945,878	1/2/1996
HARBOR POINTE	Associated Materials, LLC	78/337,637	12/8/2003		3,165,962	10/31/2006
HOMERUN	Associated Materials, LLC	78/116,147	3/20/2002		2,754,487	8/19/2003
ILLUMINATIONS	Associated Materials, LLC	77/771,447	6/30/2009
ISS INSTALLED SALES SOLUTIONS	Associated Materials, LLC	78/855,546	4/6/2006		3,208,465	2/13/2007
LIFEWALL	Associated Materials, LLC	74/231,382	12/17/1991		1,715,783	9/15/1992
LUMINA LX	Associated Materials, LLC	77/829,123	9/17/2009
MERIDIAN	Associated Materials, LLC	77/079,156	1/9/2007		3,485,609	8/12/2008
NEXTSALE NEIGHBORHOOD MARKETING PROGRAM	Associated Materials, LLC	78/440,921	6/24/2004		3,020,158	11/29/2005
ODYSSEY	Associated Materials, LLC	73/588,837	3/19/1986		1,415,900	11/4/1986
ODYSSEY PLUS	Associated Materials, LLC	78/230,631	3/27/2003		3,188,626	12/26/2006
PELICAN BAY	Associated Materials, LLC	78/154,478	8/15/2002		2,801,477	12/30/2003

Page 4 of 12

Mark	Current Owner	Serial No.	Filing Date	Reg. No.		Reg. Date
PLATINUM SERIES INSULATION	Associated Materials, LLC	78/263,725	6/18/2003		3,032,834	12/20/2005
POLYMER P-5000	Associated Materials, LLC	73/531,032	4/8/1985		1,373,253	12/3/1985
PRESERVATION	Associated Materials, LLC	78/236,214	4/10/2003		3,340,790	11/20/2007
PRESERVATION	Associated Materials, LLC	76/203,105	2/1/2001		2,589,831	7/2/2002
PRODIGY	Associated Materials, LLC	78/368,625	2/16/2004		2,979,824	7/26/2005
REVOLUTION	Associated Materials, LLC	78/094,307	11/20/2001		3,074,152	3/28/2006
REVOLUTION BY ALSIDE	Associated Materials, LLC	78/094,312	11/20/2001		3,074,153	3/28/2006
SADDLEWOOD SUPREME	Associated Materials, LLC	74/154,428	4/5/1991		1,704,109	7/28/1992
SATINWOOD	Associated Materials, LLC	73/484,168	6/8/1984		1,376,459	12/17/1985
SAW-KERF	Associated Materials, LLC	72/431,946	8/7/1972		973,218	11/20/1973
SEQUOIA	Associated Materials, LLC	78/326,268	11/11/2003		2,982,063	8/2/2005
SHEFFIELD	Associated Materials, LLC	78/116,496	3/21/2002		2,785,031	11/18/2003
SIGNATURE	Associated Materials, LLC	78/326,273	11/11/2003		2,982,064	8/2/2005
SOLARTHERM	Associated Materials, LLC	77/203,960	6/12/2007		3,525,079	10/28/2008
SOLARZONE	Associated Materials, LLC	78/138,955	6/26/2002		2,805,812	1/13/2004
SUPER STEEL SIDING	Associated Materials, LLC	74/156,139	4/11/1991		1,698,757	7/7/1992

Page 5 of 12

Mark	Current Owner	Serial No.	Filing Date	Reg. No.		Reg. Date
THE ARCHITECTURAL COLOR COLLECTION	Associated Materials, LLC	78/099,211	12/19/2001		2,861,761	7/6/2004
THE CENTURY SERIES	Associated Materials, LLC	73/686,309	9/25/1987		1,494,265	6/28/1988
THE DESIGNER’S SELECTION	Associated Materials, LLC	73/354,368	3/12/1982		1,242,108	6/14/1983
THE NATURE OF SIDING	Associated Materials, LLC	78/717,747	9/21/2005		3,538,704	11/25/2008
THE ULTIMATE FENCE	Associated Materials, LLC	74/411,794	7/13/1993		1,914,954	8/29/1995
TRI-BEAM	Associated Materials, LLC	85/068,313	6/22/2010
TRIMWORKS	Associated Materials, LLC	78/121,757	4/15/2002		2,702,687	4/1/2003
ULTRABEAM	Associated Materials, LLC	76/261,918	5/25/2001		3,194,733	1/2/2007
ULTRAGUARD	Associated Materials, LLC	74/326,518	10/29/1992		1,803,751	11/9/1993
ULTRAMAXX	Associated Materials, LLC	74/107,251	10/19/1990		1,699,824	7/7/1992
VISTAVIEW	Associated Materials, LLC	77/462,060	4/30/2008		3,671,624	8/25/2009
VYNASOL	Associated Materials, LLC	73/484,174	6/8/1984		1,375,459	12/17/1985
WESTBRIDGE	Associated Materials, LLC	78/138,944	6/26/2002		2,793,070	12/9/2003
WILLIAMSPORT	Associated Materials, LLC	74/059,475	5/16/1990		1,656,826	9/10/1991
WINDOWEXPRESS	Associated Materials, LLC	77/237,478	7/24/2007		3,526,021	10/28/2008

Page 6 of 12

GENTEK BUILDING PRODUCTS, INC.
U.S. Trademark Registrations & Applications

				Filing/
	Current	Serial/		Reg.
Mark	Owner	Reg. #		Date
5 Chevron Design	Gentek Building Products, Inc.		75311151 2182235	6-18-97 8-18-98
ADVANTAGE	Gentek Building		73813522	7-19-89
	Products, Inc.		1593047	4-24-90
ADVANTAGE	Gentek Building		73636555	1-15-87
	Products, Inc.		1503931	9-13-88
AMHERST	Gentek Building		76425066	6-25-02
	Products, Inc.		2706936	4-15-03
BLUEPRINT SERIES	Gentek Building		78368665	2-16-04
	Products, Inc.		3005066	10-4-05
CEDARWOOD	Gentek Building		73439485	8-15-83
	Products, Inc.		1309643	12-18-84
CEDARWOOD	Gentek Building		73573853	12-16-85
	Products, Inc.		1403757	8-5-86

Page 7 of 12

				Filing/
	Current	Serial/		Reg.
Mark	Owner	Reg. #		Date
CHEVRON CHECK DESIGN	Gentek Building Products, Inc.		75922587 2426917	2-16-00 2-6-01
COLOR CLEAR THROUGH	Gentek Building		75608038	12-18-88
	Products, Inc.		2515846	12-4-01
COLOR CLEAR THROUGH	Gentek Building		75980482	12-18-98
(Divisional)	Products, Inc.		2539266	2-19-02
CONCORD	Gentek Building		76422216	6-18-02
	Products, Inc.		2709166	4-22-03
DEALER OF DISTINCTION	Gentek Building		77022898	10-17-06
	Products, Inc.		3627447	5-26-09
DRIFTWOOD	Gentek Building		73354281	3-12-82
	Products, Inc.		1231131	3-15-83
DRIFTWOOD	Gentek Building		76441508	8-19-02
	Products, Inc.		2728990	6-24-03

Page 8 of 12

				Filing/
	Current	Serial/		Reg.
Mark	Owner	Reg. #		Date
ENERGYLOGIX	Gentek Building		77925967	2-2-10
	Products, Inc.
ENFUSION	Gentek Building		77927257	2-3-10
	Products, Inc.
ESSEX SERIES	Gentek Building		78490624	9-28-04
	Products, Inc.		3136858	8-29-06
FAIR OAKS	Gentek Building		76425065	6-25-02
	Products, Inc.		2706935	4-15-03
FAIRWEATHER	Gentek Building		75314281	6-24-97
	Products, Inc.		2178369	8-4-98
GENTEK	Gentek Building		75921141	2-16-00
	Products, Inc.		2419250	1-9-01
GENTEK & Design	Gentek Building		75310736	6-18-97
	Products, Inc.		2182231	8-18-98

Page 9 of 12

				Filing/
	Current	Serial/		Reg.
Mark	Owner	Reg. #		Date
GENTEK & Design	Gentek Building Products, Inc.		75920926 2421398	2-16-00 1-16-01
GENTEK BUILDER SERIES	Gentek Building		78374795	2-26-04
	Products, Inc.		3133823	8-22-06
GENTEK MY DESIGN HOME	Gentek Building		77648571	1-13-09
STUDIO & logo	Products, Inc.
OMNIRAIL	Gentek Building		78585464	3-11-05
	Products, Inc.		3134312	8-22-06
OXFORD	Gentek Building		75314277	6-24-97
	Products, Inc.		2176755	7-28-98
PORTFOLIO	Gentek Building		78522608	11-24-04
	Products, Inc.		3496994	9-2-08
PROCLAD	Gentek Building		78577644	3-1-05
	Products, Inc.		3308415	10-9-07
REVERE My Design Home	Gentek Building		77648599	1-13-09
Studio & Logo	Products, Inc.

Page 10 of 12

				Filing/
	Current	Serial/		Reg.
Mark	Owner	Reg. #		Date
SEQUOIA SELECT	Gentek Building		76446200	8-30-02
	Products, Inc.		2734559	7-8-03
SEQUOIA SELECT & Design	Gentek Building Products, Inc.		77613594 3672099	11-13-08 8-25-09
SIGNATURE	Gentek Building		74342489	12-21-92
	Products, Inc.		1788166	8-17-93
SIGNATURE SUPREME	Gentek Building		74548203	7-11-94
	Products, Inc.		1942268	12-19-95
SOVEREIGN	Gentek Building		77110793	02-19-07
	Products, Inc.		3585207	3-10-09
SOVEREIGN SELECT	Gentek Building		77110803	02-19-07
	Products, Inc.		3585208	3-10-09
SOVEREIGN SELECT	Gentek Building		77921616	1-27-10
ENERGY ADVANTAGE	Products, Inc.

Page 11 of 12

				Filing/
	Current	Serial/		Reg.
Mark	Owner	Reg. #		Date
SOVEREIGN SELECT	Gentek Building		77870231	11-11-09
ENERGYSMART	Products, Inc.
STEELSIDE	Gentek Building		74070483	6-18-90
	Products, Inc.		1685992	5-12-92
TAPESTRY	Gentek Building		78618262	04-27-05
	Products, Inc.		3529074	11-4-08
TRILOGY	Gentek Building		77937960	2-17-09
	Products, Inc.
TRIMESSENTIALS BY	Gentek Building		78439074	6-22-04
GENTEK	Products, Inc.		3163566	10-24-06
TRIMESSENTIALS BY	Gentek Building		78439083	6-22-04
REVERE	Products, Inc.		3143105	9-12-06

Page 12 of 12

EX-10.11

Exhibit 10.11

NOTES PLEDGE AGREEMENT

NOTES PLEDGE AGREEMENT, dated as of October 13, 2010 (this “Agreement”), among ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (the “Company”), and each of the subsidiaries of the Company listed on Schedule 1 hereto (each such subsidiary, individually, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; and, together with the Company, collectively, the “Pledgors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (as defined below) (in such capacity, together with its successors in such capacity, the “Notes Collateral Agent”).

W I T N E S S E T H:

WHEREAS, Carey Acquisition Corp. (“Merger Sub”), a Delaware corporation, which is to be merged with and into the Company, Carey New Finance, Inc., a Delaware corporation (the “Co-Issuer” and, together with Merger Sub and the Company, the “Issuers”), have entered into that certain Indenture dated as of the date hereof by and among the Issuers, the Guarantors from time to time signatory thereto, the Notes Collateral Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Trustee on behalf of the holders of the Notes (as defined below) (the “Holders”) (as from time to time amended, restated, supplemented or otherwise modified, the “Indenture”), pursuant to which Issuer is issuing $730,000,000 aggregate principal amount of 9.125% Senior Secured Notes due 2017 (together with any Additional Notes issued under the Indenture, and any Exchange Notes, the “Notes”);

WHEREAS, pursuant to the terms of the Indenture, each of the Pledgors (other than the Issuers in respect of their own obligations) have agreed to guarantee to the Notes Collateral Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Notes Obligations;

WHEREAS, following the date hereof, if not prohibited by the Indenture, the Pledgors may incur Other Pari Passu Lien Obligations which are secured equally and ratably with the Pledgors’ obligations in respect of the Notes in accordance with Section 28 of this Agreement;

WHEREAS, each Pledgor will receive substantial benefits from the execution, delivery and performance of the obligations under the Indenture, the Notes and any Other Pari Passu Lien Obligations Agreement and each is, therefore, willing to enter into this Agreement;

WHEREAS, the Notes Collateral Agent has been appointed to serve as Notes Collateral Agent under the Indenture and, in such capacity, to enter into this Agreement; and

WHEREAS, each Subsidiary Pledgor is a Domestic Subsidiary of the Company or other Subsidiary Pledgor;

WHEREAS, each Pledgor acknowledges that it will derive substantial direct and indirect benefits from the issuance of the Notes and has agreed to secure their obligations with respect thereto pursuant to this Agreement;

WHEREAS, this Agreement is made by the Pledgors in favor of the Notes Collateral Agent for the benefit of the Secured Parties to secure payment and performance in full when due on the Secured Obligations; and

WHEREAS, (1) the Pledgors are the legal and beneficial owners of the Capital Stock described in Schedule 2 and issued by the entities named therein (such Capital Stock, together with all other Capital Stock (other than any Excluded Capital Stock) of each Subsidiary owned by any Issuer or any Guarantor (or Person required to become a Guarantor pursuant to Section 4.15 of the Indenture), in each case, formed or otherwise purchased or acquired after the Closing Date (such other Capital Stock, the “After-acquired Shares”), are referred to collectively herein as the “Pledged Shares”), and (2) each of the Pledgors is the legal and beneficial owner of the promissory notes, chattel paper and instruments evidencing Indebtedness owed to it described in Schedule 2 and issued by the entities named therein (such notes, chattel paper and instruments, together with any other Indebtedness owed to any Pledgor hereafter and, except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of the US dollar equivalent (as determined on the date of acquisition of such Indebtedness) of $5,000,000 (individually) that is owing to any Issuer or any Guarantor (or Person required to become a Guarantor pursuant to Section 4.15 of the Indenture) (the “After-acquired Debt”), are referred to collectively herein as the “Pledged Debt”), in each case as such Schedule 2 may be amended pursuant hereto or Sections 4.19 and 11.01 of the Indenture.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and to induce the Notes Collateral Agent to enter into the Indenture and to induce the Holders to purchase the Notes, the Pledgors hereby agree with the Notes Collateral Agent, for the benefit of the Secured Parties, as follows:

1. Defined Terms.

(a) Unless otherwise defined herein, terms defined in Section 1.01 of the Indenture and used herein (including terms used in the preamble and the recitals) shall have the meanings given to them in the Indenture and all terms defined in the Uniform Commercial Code from time to time in effect in the State of New York (the “NY UCC”) and not defined herein or in the Indenture shall have the meanings specified therein (and if defined in more than one article of the NY UCC, shall have the meaning specified in Article 9 thereof).

(b) The rules of construction and other interpretive provisions specified in the Indenture shall apply to this Agreement, including terms defined in the preamble and recitals hereto.

(c) The following terms shall have the following meanings:

“After-acquired Debt” shall have the meaning assigned to such term in the recitals hereto.

“After-acquired Shares” shall have the meaning assigned to such term in the recitals hereto.

-2-

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Applicable Authorized Representative” shall mean the Trustee (if the Notes constitute a Series of Indebtedness with the greatest outstanding aggregate principal amount) or the Authorized Representative representing the Series of Indebtedness with the greatest outstanding aggregate principal amount (or accreted value).

“Authorized Representative” means any duly authorized representative of any holder of Other Pari Passu Lien Obligations under any Other Pari Passu Lien Obligations Agreement designated as “Authorized Representative” for such holder in an Other Pari Passu Lien Secured Party Consent delivered to the Notes Collateral Agent.

“Collateral” shall have the meaning assigned to such term in Section 2 hereto.

“Company” shall have the meaning assigned to such term in the preamble hereto.

“Event of Default” shall mean an “Event of Default” under and as defined in the Indenture or any Other Pari Passu Lien Obligations Agreement.

“Governmental Authority” shall mean the government of the United States, Canada or any foreign country or any multinational authority, or any state, provincial, territorial or political subdivision thereof, and any entity, body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including the PBGC and other quasi-governmental entities established to perform such functions.

“Notes Collateral Agent” shall have the meaning assigned to such term in the recitals hereto.

“Notes Documents” has meaning assigned to such term in the Notes Security Agreement.

“Notes Obligations” means the collective reference to (i) any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities owing to the Notes Collateral Agent, the Trustee and the Holders under the Notes, the Indenture and the other Notes Documents and the due performance and compliance by the Pledgors with all of the terms, conditions and agreements contained in the Notes, the Indenture and the other Notes Documents; (ii) any and all sums advanced or incurred by the Notes Collateral Agent in accordance with the Indenture or any of the other Notes Documents in order to preserve the Collateral, preserve its security interest in the Collateral, or in the performance of its duties or obligations under any Notes Document (including reasonable attorneys’ fees and expenses); and (iii) in the event of any proceedings for the collection or enforcement of any indebtedness, obligations or liabilities of the Pledgors referred to in clause (i) above, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Notes Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs.

-3-

“Notes Priority Collateral” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Other Pari Passu Lien Obligations Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Other Pari Passu Lien Obligations” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Other Pari Passu Lien Secured Party Consent” means a consent in the form of Annex B to this Agreement executed by the Authorized Representative of any holders of Other Pari Passu Lien Obligations pursuant to Section 28 hereof.

“Permitted Liens” shall mean any Lien on the Collateral expressly permitted to be granted pursuant to (i) the Indenture, including, without exception, pursuant to the definition of “Permitted Liens” therein and Section 4.12 thereof and (ii) each Other Pari Passu Lien Obligations Agreement.

“Pledged Debt” shall have the meaning assigned to such term in the recitals hereto.

“Pledged Shares” shall have the meaning assigned to such term in the recitals hereto.

“Pledgors” shall have the meaning assigned to such term in the preamble hereto.

“Revolving Collateral Agent” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Revolving Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Revolving Priority Collateral” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Secured Obligations” means the collective reference to the Notes Obligations and Other Pari Passu Lien Obligations.

“Secured Parties” means (a) the Holders, (b) the Trustee, (c) the Notes Collateral Agent, (d) the holders of any Other Pari Passu Lien Obligations, (e) any Authorized Representative, (f) the beneficiaries of each indemnification obligation under any Notes Document and (g) the successors and assigns of each of the foregoing.

-4-

“Series of Indebtedness” means any Indebtedness (including Indebtedness under the Notes) that constitute Secured Obligations and is represented by a common Authorized Representative or (in the case of Indebtedness under the Notes) by the Trustee.

“Subsidiary Pledgors” shall have the meaning assigned to such term in the preamble hereto.

(d) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Pledgor, shall refer to such Pledgor’s Collateral or the relevant part thereof.

2. Grant of Security. As security for the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor hereby transfers, assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Pledgor’s right, title and interest in and to all of the following, whether now owned or anytime hereafter acquired or existing (collectively, the “Collateral”):

(a) the Pledged Shares held by such Pledgor and the certificates, if any, representing such Pledged Shares and any interest of such Pledgor, including all interests documented in the entries on the books of the issuer of the Pledged Shares or any financial intermediary pertaining to the Pledged Shares and all dividends, cash, warrants, rights, 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 the Pledged Shares; provided that the Pledged Shares under this Agreement shall not include any Excluded Capital Stock and in no event shall the Secured Obligations be secured or purported to be secured by Pledged Shares of any Capital Stock of any Foreign Subsidiary or of any Domestic Subsidiary treated as a disregarded entity for US federal income tax purposes if substantially all of its assets consist of Capital Stock of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code, that is Voting Stock of such Subsidiary in excess of 65% of the outstanding Capital Stock of such class;

(b) the Pledged Debt and the instruments evidencing the Pledged Debt owed to such Pledgor, and all payments of principal or 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 Pledged Debt;

(c) all other property that may be delivered to and held by the Notes Collateral Agent pursuant to the terms of this Section 2;

(d) subject to Section 8, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and

-5-

(e) to the extent not covered by clauses (a), (b), (c) and (d) above, respectively, all proceeds of any or all of the foregoing Collateral. For purposes of this Agreement, the term “proceeds” includes whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guarantee payable to any Pledgor or the Notes Collateral Agent from time to time with respect to any of the Collateral;

provided, however, that notwithstanding any other provision of this Agreement, the Collateral shall not include any Excluded Assets.

TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Notwithstanding anything to the contrary in this Agreement or, any other Notes Documents, the Capital Stock and other securities of any direct or indirect Subsidiary of AMLLC that are owned by AMLLC or any Guarantor will constitute Collateral only to the extent that such Capital Stock and other securities can secure the Notes and/or the Guarantees without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency). In the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act requires or 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 Company due to the fact that such Subsidiary’s Capital Stock and other securities secure the Notes and/or the Guarantees, then the Capital Stock and other securities of such Subsidiary shall automatically be deemed not to be part of the Notes Collateral (but only to the extent necessary to not be subject to such requirement). In such event, the Security Documents may be amended or modified, without the consent of the Trustee, the Notes Collateral Agent, any Holder of Notes or any holder of Other Pari Passu Lien Obligations, to the extent necessary to release the first-priority security interests in the shares of Capital Stock and other securities that are so deemed to no longer constitute part of the Notes Collateral.

In the event that Rule 3-10 or 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 and other securities to secure the Notes and/or the Guarantees 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 and other securities of such Subsidiary shall automatically be deemed to be a part of the Notes Collateral (but only to the extent necessary to not be subject to any such financial statement requirement). In such event, the Security Documents may be amended or modified, without the consent of the Trustee, the Notes Collateral Agent, any Holder of Notes or any holder of Other Pari Passu Lien Obligations, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and other securities.

-6-

3. Security for the Secured Obligations. This Agreement secures the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of, and the performance of, all the Secured Obligations; provided that in no event shall the Secured Obligations be secured or purported to be secured by Pledged Shares of any Capital Stock of any Foreign Subsidiary or of any Domestic Subsidiary treated as a disregarded entity for US federal income tax purposes if substantially all of its assets consist of Capital Stock of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code, that is Voting Stock of such Subsidiary in excess of 65% of the outstanding Capital Stock of such class. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed to the Notes Collateral Agent or the Secured Parties under the Notes Documents or Other Pari Passu Lien Obligations Agreement, as applicable but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Pledgor; provided that in no event shall the Secured Obligations be secured or purported to be secured by Pledged Shares of any Capital Stock of any Foreign Subsidiary or of any Domestic Subsidiary treated as a disregarded entity for US federal income tax purposes if substantially all of its assets consist of Capital Stock of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code, that is Voting Stock of such Subsidiary in excess of 65% of the outstanding Capital Stock of such class.

4. Delivery of the Collateral and Filing.

(a) Each Pledgor represents and warrants that all certificates or instruments, if any, representing or evidencing the Collateral in existence on the date hereof have been delivered to the Notes Collateral Agent (or its non-fiduciary agent or designee) in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank; provided that in no event shall any certificates, instruments or transfer of stock powers be required with respect to the pledge of any Capital Stock of any Foreign Subsidiary. All certificates or instruments, if any, representing or evidencing the Collateral acquired or created after the date hereof shall be promptly (but in any event within thirty days after acquisition or creation thereof) delivered to and held by or on behalf of the Notes Collateral Agent (or its non-fiduciary agent or designee) pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank. Subject to the terms of the Intercreditor Agreement, the Notes Collateral Agent shall have the right, at any time after the occurrence and during the continuation of an Event of Default and without notice to any Pledgor (except as otherwise expressly provided herein), to transfer to or to register in the name of the Notes Collateral Agent or any of its nominees any or all of the Pledged Shares. After the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Shares registered in the name of such Pledgor. Subject to the terms of the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, the Notes Collateral Agent shall have the right to exchange the certificates representing Pledged Shares for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each delivery of Collateral (including any After-acquired Shares and After-acquired Debt) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as part of Schedule 2 and made a part hereof; provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supersede any prior schedules so delivered.

-7-

(b) Each Pledgor hereby irrevocably authorizes the Notes Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto and continuations thereof that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment or continuation, including whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor. 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 such as “all assets” or “all personal property, whether now owned or hereafter acquired” of such Pledgor or words of similar effect as being of an equal or lesser scope or with greater detail. Each Pledgor agrees to provide such information to the Notes Collateral Agent promptly after any such request. Each Pledgor agrees to furnish the Notes Collateral Agent with written notice as required by Section 4.2 of the Notes Pledge Agreement.

5. Representations and Warranties. Each Pledgor represents and warrants to the Notes Collateral Agent and each other Secured Party that:

(a) Schedule 2 hereto (i) correctly represents as of the date hereof (A) the issuer, the issuer’s jurisdiction of formation, the certificate number, if any, the Pledgor and the record and beneficial owner, the number and class and the percentage of the issued and outstanding Capital Stock of such class of all Pledged Shares and (B) the issuer, the issuer’s jurisdiction, the initial principal amount, the Pledgor and holder, date of issuance and maturity date of all Pledged Debt and (ii) together with the comparable schedule to each supplement hereto, includes, all Capital Stock, debt securities and promissory notes required to be pledged pursuant to Sections 4.19 and 11.01 of the Indenture and Section 9(b) hereof. Except as set forth on Schedule 2 and except for Excluded Capital Stock, the Pledged Shares represent all of the issued and outstanding Capital Stock of each class of Capital Stock in the issuer on the date hereof.

(b) Such Pledgor is the legal and beneficial owner of the Collateral pledged or assigned by such Pledgor hereunder free and clear of any Lien, except for the Liens created by this Agreement, the Revolving Loan Documents and the Notes Documents.

(c) (c) As of the date of this Agreement, the Pledged Shares pledged by such Pledgor hereunder have been duly authorized and validly issued and, in the case of Pledged Shares issued by a corporation, are fully paid and non-assessable.

(d) Except for restrictions and limitations imposed by the Intercreditor Agreement, the Notes Documents or any documentation governing Other Pari Passu Lien Obligations, the Revolving Loan Documents or securities laws generally and except as described in the perfection certificate delivered on the date hereof, the Collateral is freely transferable and assignable, and none of the Collateral is subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Notes Collateral Agent of rights and remedies hereunder.

-8-

(e) No consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect).

(f) The execution and delivery by such Pledgor of this Agreement and the pledge of the Collateral pledged by such Pledgor hereunder pursuant hereto create a valid and enforceable security interest in such Collateral (in the case of the Capital Stock of Foreign Subsidiaries, to the extent the creation of such security interest in the Capital Stock of Foreign Subsidiaries is governed by the NY UCC) and (i) in the case of certificates or instruments representing or evidencing the Collateral, upon the earlier of (x) delivery of such Collateral and any necessary indorsements to the extent necessary to the Notes Collateral Agent (or its non-fiduciary agent or designee) in accordance with this Agreement and (y) the filing of financing statements naming each Pledgor as “debtor” and the Notes Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, and (ii) in the case of all other Collateral which is capable of being perfected by the filing of financing statements upon the filing of financing statements naming each Pledgor as “debtor” and the Notes Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, shall create a perfected security interest in such Collateral (in the case of the Capital Stock of Foreign Subsidiaries, to the extent the creation of such security interest in the Capital Stock of Foreign Subsidiaries is governed by the NY UCC), securing the payment of the Secured Obligations, in favor of the Notes Collateral Agent, for the benefit of the Secured Parties, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

(g) The pledge effected hereby is effective to vest in the Notes Collateral Agent, for the benefit of the Secured Parties, the rights of the Notes Collateral Agent in the Collateral as set forth herein.

(h) Such Pledgor has full power, authority and legal right to pledge all the Collateral pledged by such Pledgor pursuant to this Agreement and this Agreement constitutes a legal, valid and binding obligation of such Pledgor (in the case of the Capital Stock of Foreign Subsidiaries, to the extent the creation of such security interest in the Capital Stock of Foreign Subsidiaries is governed by the NY UCC), enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

(i) The issuers listed on Schedule 2 are the only Subsidiaries of such Pledgor as of the Closing Date.

(j) The Pledged Debt constitutes all of the outstanding Indebtedness for money borrowed owed to such Pledgor as of the Closing Date and required to be pledged hereunder or pursuant to Sections 4.19 and 11.01 of the Indenture. Such Pledged Debt that constitutes intercompany Indebtedness has been duly authorized, authenticated or issued and delivered, is the legal, valid and binding obligation of the issuers thereof, is evidenced by an intercompany note (which note has been delivered to the Notes Collateral Agent (or is non-fiduciary agent or designee)) and, as of the date of this Agreement, is not in default.

-9-

6. Certification of Limited Liability Company Interests, Limited Partnership Interests and Pledged Debt.

(a) Unless otherwise consented to by the Notes Collateral Agent, Capital Stock required to be pledged hereunder in any Domestic Subsidiary that is organized as a limited liability company or limited partnership and pledged hereunder shall either (i) be represented by a certificate, and in the Organizational Documents of such Domestic Subsidiary the applicable Pledgor shall cause the issuer of such interests to elect to treat such interests as a “security” within the meaning of Article 8 of the Uniform Commercial Code of its jurisdiction of organization or formation, as applicable, by including in its organizational documents language substantially similar to the following and, accordingly, such interests shall be governed by Article 8 of the Uniform Commercial Code:

“The [partnership/limited liability company] hereby irrevocably elects that all [partnership/membership] interests in the [partnership/limited liability company] shall be securities governed by Article 8 of the Uniform Commercial Code of [jurisdiction of organization or formation, as applicable]. Each certificate evidencing [partnership/membership] interests in the [partnership/limited liability company] shall bear the following legend: “This certificate evidences an interest in [name of [partnership/limited liability company]] and shall be a security for purposes of Article 8 of the Uniform Commercial Code.” No change to this provision shall be effective until all outstanding certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.”

or (ii) not have elected to be treated as a “security” within the meaning of Article 8 of the Uniform Commercial Code and shall not be represented by a certificate.

(b) Subject to the limitations set forth herein and in Section 11.01 of the Indenture, each Pledgor will cause any Indebtedness (i) for borrowed money (other than intercompany Indebtedness) having an aggregate principal amount in excess of $5,000,000 (individually) owed to it to be evidenced by a duly executed promissory note, which shall be accompanied by instruments of transfer with respect thereto endorsed in blank, that is pledged and delivered to the Revolving Collateral Agent (or its non-fiduciary agent or designee) pursuant to the terms hereof and (ii) of each Borrower and each of their Restricted Subsidiaries that is owing to any Pledgor to be evidenced by an intercompany note, which shall be accompanied by instruments of transfer with respect thereto endorsed in blank, that is pledged and delivered to the Revolving Collateral Agent (or its non-fiduciary agent or designee) pursuant to the terms hereof.

7. Further Assurances. Subject to any limitations set forth in the Indenture, each Pledgor agrees that at any time and from time to time, at the expense of such Pledgor, it will execute or otherwise authorize the filing of any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Notes Collateral Agent may reasonably request, in order (x) to perfect and protect any pledge, assignment or security interest granted or purported to be granted hereby (including the priority thereof) or (y) to enable the Notes Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral.

-10-

8. Voting Rights; Dividends and Distributions; Etc.

(a) So long as no Event of Default shall have occurred and be continuing:

(i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not prohibited by the terms of this Agreement, the other Notes Documents or any Other Pari Passu Lien Obligations Agreement; provided that such voting and other rights shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Shares or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Document or the ability of the Secured Parties to exercise the same.

(ii) The Notes Collateral Agent shall execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above.

(b) Subject to paragraph (c) below, each Pledgor shall be entitled to receive and retain and use, free and clear of the Lien of this Agreement, any and all dividends, distributions, redemptions, principal and interest made or paid in respect of the Collateral to the extent not prohibited by any Security Document; provided, however, that any and all noncash dividends, interest, principal or other distributions that would constitute Pledged Shares or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Capital Stock of the issuer of any Pledged Shares or received in exchange for Pledged Shares or Pledged Debt or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be, and shall be forthwith delivered to the Notes Collateral Agent to hold as, Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Notes Collateral Agent, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Notes Collateral Agent as Collateral in the same form as so received (with any necessary indorsement).

-11-

(c) Subject to the terms of the Intercreditor Agreement, upon written notice to the Pledgors by the Notes Collateral Agent following the occurrence and during the continuation of an Event of Default:

(i) all rights of such Pledgor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 8(a)(i) shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights during the continuation of such Event of Default; provided that, unless otherwise directed by the Applicable Authorized Representative to the extent permitted by the Indenture and any applicable Other Pari Passu Lien Obligations Agreement, the Notes Collateral Agent shall have the right from time to time following the occurrence and during the continuation of an Event of Default to permit the Pledgors to exercise such rights. After all Events of Default have been cured or waived or otherwise cease to be continuing and the Company has delivered to the Notes Collateral Agent a certificate to that effect, each Pledgor will have the right to exercise the voting and consensual rights that such Pledgor would otherwise be entitled to exercise pursuant to the terms of Section 8(a)(i) (and the obligations of the Notes Collateral Agent under Section 8(a)(ii) shall be reinstated);

(ii) all rights of such Pledgor to receive the dividends, distributions and principal and interest payments that such Pledgor would otherwise be authorized to receive and retain pursuant to Section 8(b) shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, distributions and principal and interest payments during the continuation of such Event of Default. After all Events of Default have been cured or waived or otherwise cease to be continuing and the Company has delivered to the Notes Collateral Agent a certificate to that effect, the Notes Collateral Agent shall repay to each Pledgor (without interest) and each Pledgor shall be entitled to receive, retain and use all dividends, distributions and principal and interest payments that such Pledgor would otherwise be permitted to receive, retain and use pursuant to the terms of Section 8(b);

(iii) all dividends, distributions and principal and interest payments that are received by such Pledgor contrary to the provisions of Section 8(b) shall be received in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Pledgor and shall forthwith be delivered to the Notes Collateral Agent as Collateral in the same form as so received (with any necessary indorsements); and

(iv) in order to permit the Notes Collateral Agent to receive all dividends, distributions and principal and interest payments to which it may be entitled under Section 8(b) above, to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 8(c)(i), and to receive all dividends, distributions and principal and interest payments that it may be entitled to under Sections 8(c)(ii) and (c)(iii), such Pledgor shall from time to time execute and deliver to the Notes Collateral Agent, appropriate proxies, dividend payment orders and other instruments as the Notes Collateral Agent may reasonably request.

(d) Any notice given by the Notes Collateral Agent to the Pledgors suspending their rights under paragraph (c) of this Section 8 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Pledgors at the same or different times and (iii) may suspend the rights of the Pledgors under paragraph (a)(i) or paragraph (b) of this Section 8 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

-12-

9. Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall:

(a) not (i) except as expressly permitted by the Indenture or Other Pari Passu Lien Obligations Agreement (including pursuant to waivers and consents thereunder), sell or otherwise Dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Agreement and the other Security Documents and the Permitted Liens; provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Indenture (including pursuant to waivers and consents thereunder) and such assets are or include any of the Collateral, the Notes Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale in accordance with Section 11.03 of the Indenture and with Section 14 hereof;

(b) pledge and, if applicable, cause each Domestic Subsidiary required to become a party hereto to pledge, to the Notes Collateral Agent for the benefit of the Secured Parties, immediately upon acquisition thereof, all After-acquired Shares and After-acquired Debt required to be pledged pursuant to Sections 4.19 and 11.01 of the Indenture, in each case pursuant to a supplement to this Agreement substantially in the form of Annex A hereto or such other form reasonably satisfactory to the Notes Collateral Agent (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Agreement); and

(c) defend its and the Notes Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than the Lien created by this Agreement and the Permitted Liens), however arising, and any and all Persons whomsoever and, subject to Section 11.03 of the Indenture and Section 14 hereof, to maintain and preserve the Lien and security interest created by this Agreement until the Termination Date.

10. Notes Collateral Agent Appointed Attorney-in-Fact. Each Pledgor hereby appoints, which appointment is irrevocable and coupled with an interest, the Notes Collateral Agent as such Pledgor’s attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, to take any action and to execute any instrument, in each case after the occurrence and during the continuation of an Event of Default, that the Notes Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including to receive, indorse and collect all instruments made pay-able to such Pledgor representing any dividend, distribution or principal or interest payment in respect of the Collateral or any part thereof and to give full discharge for the same.

-13-

11. The Notes Collateral Agent’s Duties. The powers conferred on the Notes Collateral Agent 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 safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Notes Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Shares, whether or not the Notes Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Notes Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Notes Collateral Agent accords its own property.

12. Remedies. Subject to the terms of the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing and:

(a) The Notes Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the NY UCC (whether or not the NY UCC applies to the affected Collateral) and also may without notice, except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange broker’s board or at any of the Notes Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such price or prices and upon such other terms as the Notes Collateral Agent may deem commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral. The Notes Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Notes Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Notes Collateral Agent or any other Secured Party shall have the right upon any such public sale, and, to the extent permitted by applicable law, upon any such private sale, to purchase all or any part of the Collateral so sold, and the Notes Collateral Agent or such other Secured Party may, subject to (x) the satisfaction in full of all payments due pursuant to Section 12(b)(i) and (y) the satisfaction of the Secured Obligations in accordance with the priorities set forth in Section 12(b), pay the purchase price by crediting the amount thereof against the Secured Obligations. Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Pledgor 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 Notes Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Notes Collateral 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

-14-

further notice, be made at the time and place to which it was so adjourned. To the extent permitted by applicable law, each Pledgor hereby waives any claim against the Notes Collateral 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 that might have been obtained at a public sale, even if the Notes Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. As an alternative to exercising the power of sale herein conferred upon it, the Notes Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 12 shall be deemed to conform to the commercially reasonable standards as provided in Section 9 610(b) of the New York UCC or its equivalent in other jurisdictions.

(b) Subject to the terms of the Intercreditor Agreement, the Notes Collateral Agent shall apply the proceeds of any collection or sale of the Collateral at any time after receipt in accordance with the priority set forth in Section 5.4 of the Security Agreement.

Upon any sale of the Collateral by the Notes Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Notes Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Notes Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

(c) The Notes Collateral Agent may exercise any and all rights and remedies of each Pledgor in respect of the Collateral.

(d) All payments received by any Pledgor after the occurrence and during the continuation of an Event of Default in respect of the Collateral shall be received in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Pledgor and shall, subject to the terms of the Intercreditor Agreement, be forthwith delivered to the Notes Collateral Agent (or its non-fiduciary agent or designee) as Collateral in the same form as so received (with any necessary indorsement).

(e) If the Notes Collateral Agent shall determine to exercise its right to sell all or any of the Pledged Shares pursuant to this Section 12, each Pledgor recognizes that the Notes Collateral Agent may be unable to effect a public sale of any or all of the Pledged Shares, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Notes Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer would agree to do so.

-15-

(f) If the Notes Collateral Agent determines to exercise its right to sell any or all of the Collateral, upon written request, each Pledgor shall, from time to time, furnish to the Notes Collateral Agent all such information as the Notes Collateral Agent may reasonably request in order to determine the number of shares and other instruments included in the Collateral which may be sold by the Notes Collateral Agent as exempt transactions under the Securities Act and rules of the SEC, as the same are from time to time in effect.

(g) Subject to the Notes Collateral Agent’s rights under Sections 10 and 12 of this Agreement and the Notes Documents and whether or not a Default has occurred under the Indenture or under an Other Pari Passu Lien Obligations Agreement or both, and subject to the terms of the Indenture and any applicable Other Pari Passu Lien Obligations Agreement the Applicable Authorized Representative may direct the Notes Collateral Agent in exercising any right or remedy available to the Notes Collateral Agent under this Agreement or any other Notes Document. No Secured Party (other than the Notes Collateral Agent) shall have any individual right to pursue any remedies under this Agreement or the other Notes Documents against any Pledgor.

13. Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Except for the termination of a Pledgor’s Secured Obligations hereunder as expressly provided in Section 14, each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Pledgor and without notice to or further assent by any Pledgor, (a) any demand for payment of any of the Secured Obligations made by the Notes Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Notes Collateral Agent or any other Secured Party, (c) the Notes Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the terms of the applicable Notes Document or Other Pari Passu Lien Obligations Agreement, and (d) any collateral security, guarantee or right of offset at any time held by the Notes Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Notes Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Agreement or any property subject thereto. When making any demand hereunder against any Pledgor, the Notes Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on the Pledgors (to the extent such demand is in respect of any Secured Obligations owing by the Pledgors) and any failure by the Notes Collateral Agent or any other Secured Party to make any such demand or to collect any payments from the Pledgors any release of the Pledgors shall not relieve any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Notes Collateral Agent or any other Secured Party against any Pledgor. For the purposes hereof “demand” shall include the commencement and continuation of any legal proceedings.

-16-

14. Continuing Security Interest; Assignments Under the Security Documents; Release.

(a) A Subsidiary Pledgor shall automatically be released from its obligations hereunder and the pledge of such Subsidiary Pledgor shall be automatically released upon the consummation of any transaction permitted by the Indenture and any Other Pari Passu Lien Obligations Agreement as a result of which such Subsidiary Pledgor ceases to be a Restricted Subsidiary of the Company or otherwise becomes an Excluded Subsidiary; provided that the Applicable Authorized Representative shall have consented to such transaction (to the extent such consent is required by the Indenture and Other Pari Passu Lien Obligations Agreement) and the terms of such consent did not provide otherwise.

(b) The obligations created hereby securing the Notes Obligations of any Pledgor with respect to such Collateral shall be automatically released and such Collateral transferred free and clear of the Lien and security interests created hereby (i) upon any disposition by such Pledgor of any Collateral (other than to an Issuer or a Guarantor) to the extent not prohibited under the Indenture or (ii) (automatically or otherwise) as otherwise provided in the Indenture. The Security Interest in Collateral created hereby securing Other Pari Passu Lien Obligations shall be released on the terms set forth in the Other Pari Passu Lien Obligations Agreement.

(c) In connection with any termination or release pursuant to this Section 14, the Notes Collateral Agent shall execute and deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release; provided, however, that with respect to the release of any item of Collateral pursuant to this Section 14 in connection with any request of evidence of termination or release made of the Notes Collateral Agent, the Notes Collateral Agent may request that the Pledgor deliver a certificate of an Authorized Officer to the effect that the sale or transfer transaction is in compliance with the Notes Documents. Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or warranty by the Notes Collateral Agent.

15. Reinstatement. This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Notes Collateral Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Issuers or any other Pledgor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Issuers or any other Pledgor or any substantial part of its property, or otherwise, all as though such payments had not been made.

16. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.02 of the Indenture. All communications and notices hereunder to any Subsidiary Pledgor shall be given to it in care of the Company at the Company’s address set forth in Section 13.02 of the Indenture.

-17-

17. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Notes Collateral Agent and the Company.

18. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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.

19. Integration. This Agreement represents the agreement of each of the Pledgors with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the Notes Collateral Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Notes Documents.

20. Amendments in Writing; No Waiver; Cumulative Remedies.

(a) None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Pledgor(s) and the Notes Collateral Agent in accordance with Article 9 of the Indenture and the relevant provisions of each Other Pari Passu Lien Obligations Agreement.

(b) Neither the Notes Collateral Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 20(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Notes Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Notes Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Notes Collateral Agent or such other Secured Party would otherwise have on any future occasion.

(c) The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

-18-

21. Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

22. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no Pledgor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Notes Collateral Agent, except pursuant to a transaction expressly permitted by the Indenture.

23. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

24. Submission to Jurisdiction; Waivers. Each of the Pledgors hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement, and the other Notes Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Pledgor at its address referred to in Section 16 or at such other address of which the Notes Collateral Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right of the Notes Collateral Agent or any other Secured Party to effect service of process in any other manner permitted by applicable law or shall limit the right of the Notes Collateral Agent or any other Secured Party to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 24 any special, exemplary, punitive or consequential damages.

25. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

-19-

26. Intercreditor Agreement and Indenture Govern. Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Notes Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Notes Collateral Agent and the other Secured Parties hereunder, in each case, with respect to the Revolving Priority Collateral and the “Revolving Liens” (as such term is defined in the Intercreditors Agreement) are subject to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement with respect to the Revolving Priority Collateral and the Revolving Liens, the provisions of the Intercreditor Agreement shall control. Subject to the preceding sentence, in the event of any conflict between the terms of this Agreement and the Indenture, as among the Grantors, the Notes Collateral Agent, the Trustee and the Holders of the Notes, the Indenture shall prevail.

27. Obligations of Pledgors. Notwithstanding anything herein to the contrary, prior to the Discharge of Revolving Obligations (as defined in the Intercreditor Agreement), so long as the Revolving Collateral Agent pursuant to the Senior Credit Agreement is acting as bailee and non-fiduciary agent for perfection on behalf of the Notes Collateral Agent pursuant to the terms of the Intercreditor Agreement, any obligation of any Pledgor in this Agreement that requires (or any representation or warranty hereunder to the extent that it would have the effect of requiring) (i) delivery of Collateral to, or the possession or control of Collateral with, the Notes Collateral Agent shall be deemed complied with and satisfied (or, in the case of any representation or warranty hereunder, shall be deemed to be true) if such delivery of Collateral is made to, or such possession or control of Collateral is with, the Revolving Collateral Agent pursuant to the Revolving Loan Documents or (ii) other than with respect to any releases of Liens on any Collateral, the consent of the Notes Collateral Agent regarding Revolving Priority Collateral shall not be unreasonably withheld or delayed to the extent the Revolving Collateral Agent has given such consent.

-20-

28. Other Pari Passu Lien Obligations. On or after the date hereof and so long as expressly permitted by the Indenture and any Other Pari Passu Lien Obligations Agreement then outstanding, the Company may from time to time designate Indebtedness at the time of incurrence to be secured on a pari passu basis with the Notes Obligations as Other Pari Passu Lien Obligations hereunder by delivering to the Notes Collateral Agent and each Authorized Representative (a) a certificate signed by an Officer of the Company (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Other Pari Passu Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other Pari Passu Lien Obligations complies with the terms of the Indenture and any Other Pari Passu Lien Obligations Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations and (b) a fully executed Other Pari Passu Lien Secured Party Consent (in the form attached as Annex 4). Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Notes Collateral Agent shall act as agent under this Agreement for the Authorized Representative and the holders of such Other Pari Passu Lien Obligations and as collateral agent for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Other Pari Passu Lien Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Notes Collateral Agent for the Authorized Representative and the holders of such Other Pari Passu Lien Obligations as set forth in each Other Pari Passu Lien Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement, the Other Pari Passu Lien Secured Party Consent, and the Intercreditor Agreement.

[Signature Pages Follow]

-21-

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

ASSOCIATED MATERIALS, LLC, as a Pledgor
By:	/s/ Stephen E. Graham
	Name:	Stephen E. Graham
	Title:	Vice President — Chief Financial Officer, Treasurer and Secretary

GENTEK HOLDINGS, LLC, as a Pledgor
By:	/s/ Stephen E. Graham
	Name:	Stephen E. Graham
	Title:	Vice President — Chief Financial Officer, Treasurer and Secretary

GENTEK BUILDING PRODUCTS, INC., as a Pledgor
By:	/s/ Stephen E. Graham
	Name:	Stephen E. Graham
	Title:	Vice President — Chief Financial Officer, Treasurer and Secretary

[Signature Page to Notes Pledge Agreement]

CAREY NEW FINANCE, INC., as a Pledgor
By:	/s/ Erik D. Ragatz
	Name:	Erik D. Ragatz
	Title:	President, Treasurer and Secretary

[Signature Page to Notes Pledge Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Notes Collateral Agent
By:	/s/ John C. Stohlmann
	Name:	John C. Stohlmann
	Title:	Vice President

[Signature Page to Notes Pledge Agreement]

SCHEDULE 1
TO THE NOTES
PLEDGE AGREEMENT

SUBSIDIARY PLEDGORS

GENTEK HOLDINGS, LLC
GENTEK BUILDING PRODUCTS, INC.
CAREY NEW FINANCE, INC.

Schedule 1-1

SCHEDULE 2
TO THE NOTES
PLEDGE AGREEMENT

PLEDGED SHARES AND PLEDGED DEBT

Pledged Shares¹

								Percentage of
		Issuer’s						Issued and
		jurisdiction of	Class of Equity	Certificate		Number of		Outstanding
Pledgor	Issuer	formation	Interest	No(s)		Units		Units
Associated Materials LLC	Gentek Holdings, LLC	Delaware, United States	Limited Liability Company Interest		N/A				100	%
Associated Materials LLC	Carey New Finance, Inc.	Delaware, United States	Common stock		N/A		1000		100	%
Gentek Holdings, LLC	Gentek Building Products, Inc.	Delaware, United States	Common stock		3		100		100	%

Pledged Debt

Any and all intercompany Indebtedness hereinafter issued to any Pledgor under the US Intercompany Note (as defined in the Revolving Loan Documents).

¹ The Pledged Shares included in this Schedule 2 represent share certificates outstanding as of the date hereof. However, immediately after the Closing Date these outstanding share certificates will cancelled and subsequently reissued within the time period required by Schedule 9.17 to the Credit Agreement (as defined in the Revolving Loan Documents).

Schedule 2-1

ANNEX A
TO THE NOTES
PLEDGE AGREEMENT

SUPPLEMENT NO. [___], dated as of [_________] (this “Supplement”), to the Notes Pledge Agreement dated as of October 13, 2010 (the “Notes Pledge Agreement”), among) ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (the “Company”), and each of the subsidiaries of the Company listed on Schedule 1 thereto (each such subsidiary, individually, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; and, together with the Company, collectively, the “Pledgors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as notes collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Notes Collateral Agent”).

A. Reference is made to the Indenture dated as of October 13, 2010 (the “Indenture”) by and among Carey Acquisition Corp. (“Merger Sub”), a Delaware corporation, which is to be merged with and into the Company, Carey New Finance, Inc., a Delaware corporation (the “Co-Issuer” and, together with Merger Sub and the Company, the “Issuers”), the Guarantors from time to time signatory thereto, the Notes Collateral Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Trustee on behalf of the holders of the Notes (as defined below) (the “Holders”) (as from time to time amended, restated, supplemented or otherwise modified, the “Indenture”), pursuant to which Issuer is issuing $730,000,000 aggregate principal amount of 9.125% Senior Secured Notes due 2017 (together with any Additional Notes issued under the Indenture, the “Notes”).

B. Capitalized terms used herein and not otherwise defined herein (including in the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Notes Pledge Agreement. The rules of construction and the interpretive provisions specified in Section 1(b) of the Notes Pledge Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. The Pledgors have entered into the Notes Pledge Agreement in order to induce the Notes Collateral Agent to enter into the Indenture, and to induce the Holders to purchase the Notes.

D. The undersigned Pledgor (each, an “Additional Pledgor”) is (a) the legal and beneficial owner of the Capital Stock described under Schedule 1 hereto and issued by the entities named therein (such pledged Capital Stock, together with all other Capital Stock required to be pledged under the Notes Pledge Agreement (the “After-acquired Additional Pledged Shares”), referred to collectively herein as the “Additional Pledged Shares”) and (b) the legal and beneficial owner of the promissory notes and instruments evidencing Indebtedness owed to it (the “Additional Pledged Debt”) described under Schedule 1 hereto.

E. Section Sections 4.19 and 11.01 of the Indenture and Section 9(b) of the Notes Pledge Agreement provides that additional Subsidiaries of the Company may become Subsidiary Pledgors under the Notes Pledge Agreement by execution and delivery of an instrument in the form of this Supplement. Each undersigned Additional Pledgor is executing this Supplement in accordance with the requirements of Section 9(b) of the Notes Pledge Agreement to pledge to the Notes Collateral Agent, for the benefit of the Secured Parties, the Additional Pledged Shares and the Additional Pledged Debt [and to become a Subsidiary Pledgor under the Notes Pledge Agreement] in order to induce the Notes Collateral Agent to enter into the Indenture, and to induce the Holders to purchase the Notes.

Annex A-1

Accordingly, the Notes Collateral Agent and each undersigned Additional Pledgor agree as follows:

SECTION 1. In accordance with Section 9(b) of the Notes Pledge Agreement, each Additional Pledgor by its signature below hereby transfers, assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, for the benefit of the Secured Parties, a security interest in and to all of such Additional Pledgor’s right, title and interest in the following, whether now owned or anytime hereafter acquired or existing (collectively, the “Additional Collateral”):

(a) the Additional Pledged Shares held by such Additional Pledgor and the certificates, if any, representing such Additional Pledged Shares and any interest of such Additional Pledgor, including all interests documented in the entries on the books of the issuer of the Additional Pledged Shares or any financial intermediary pertaining to the Additional Pledged Shares and all dividends, cash, warrants, rights, 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 the Additional Pledged Shares; provided that the Additional Pledged Shares under this Supplement shall not include any Excluded Capital Stock and in no event shall the Secured Obligations be secured or purported to be secured by Pledged Shares of any Capital Stock of any Foreign Subsidiary or of any Domestic Subsidiary treated as a disregarded entity for US federal income tax purposes if substantially all of its assets consist of Capital Stock of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code, that is Voting Stock of such Subsidiary in excess of 65% of the outstanding Capital Stock of such class;

(b) the Additional Pledged Debt and the instruments evidencing the Additional Pledged Debt owed to such Additional Pledgor, and all payments of principal or 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 Additional Pledged Debt;

(c) all other property that may be delivered to and held by the Notes Collateral Agent pursuant to the terms of this Section 1;

(d) subject to Section 8 of the Notes Pledge Agreement, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and

(e) to the extent not covered by clauses (a), (b), (c) and (d) above, respectively, all proceeds of any or all of the foregoing Additional Collateral. For purposes of this Supplement, the term “proceeds” includes whatever is receivable or received when Additional Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guarantee payable to any Additional Pledgor or the Notes Collateral Agent from time to time with respect to any of the Additional Collateral;

Annex A-2

provided, however, that notwithstanding any other provision of this Agreement, the Collateral shall not include any Excluded Assets.

TO HAVE AND TO HOLD the Additional Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

For purposes of the Notes Pledge Agreement, (x) the Collateral shall be deemed to include the Additional Collateral and (y) the After-acquired Pledged Shares shall be deemed to include the Additional After-acquired Pledged Shares.

[SECTION 2. Each Additional Pledgor by its signature below becomes a Pledgor under the Notes Pledge Agreement with the same force and effect as if originally named therein as a Pledgor and each Additional Pledgor hereby agrees to all the terms and provisions of the Notes Pledge Agreement applicable to it as a Pledgor thereunder. Each reference to a “Subsidiary Pledgor” or a “Pledgor” in the Notes Pledge Agreement shall be deemed to include each Additional Pledgor. The Notes Pledge Agreement is hereby incorporated herein by reference.]²

SECTION [2][3]. Each Additional Pledgor represents and warrants as follows:

(a) Schedule 1 hereto (i) correctly represents as of the date hereof (A) the issuer, the certificate number, if any, the Additional Pledgor and the record and beneficial owner, the number and class and the percentage of the issued and outstanding Capital Stock of such class of all Additional Pledged Shares and (B) the issuer, the initial principal amount, the Additional Pledgor and holder, date of issuance and maturity date of all Additional Pledged Debt and (ii) together with Schedule 2 to the Notes Pledge Agreement and the comparable schedules to each other Supplement to the Notes Pledge Agreement, includes all Capital Stock, debt securities and promissory notes required to be pledged pursuant to Sections 4.19 and 11.01 of the Indenture and Section 9(b) of the Notes Pledge Agreement. Except as set forth on Schedule 1 and except for Excluded Capital Stock, the Additional Pledged Shares represent all of the issued and outstanding Capital Stock of each class of Capital Stock in the issuer on the date hereof.

(b) Such Additional Pledgor is the legal and beneficial owner of the Additional Collateral pledged or assigned by such Additional Pledgor hereunder free and clear of any Lien, except for the Liens created by this Supplement to the Notes Pledge Agreement and Liens created by the Notes Pledge Agreement.

² Include only for Additional Pledgors that are not already signatories to the Notes Pledge Agreement.

Annex A-3

(c) As of the date of this Supplement, the Additional Pledged Shares pledged by such Additional Pledgor hereunder have been duly authorized and validly issued and, in the case of Additional Pledged Shares issued by a corporation, are fully paid and non-assessable.

(d) Except for restrictions and limitations imposed by the Intercreditor Agreement, the Notes Documents or any documentation governing Other Pari Passu Lien Obligations, the Revolving Loan Documents or securities laws generally, and except as disclosed on Schedule 1, the Additional Collateral is freely transferable and assignable, and none of the Additional Collateral is subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Additional Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Notes Collateral Agent of rights and remedies hereunder.

(e) No consent or approval of any governmental authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect).

(f) The execution and delivery by such Additional Pledgor of this Supplement and the pledge of the Additional Collateral pledged by such Additional Pledgor hereunder pursuant hereto create a valid and enforceable security interest in such Collateral (in the case of the Capital Stock of Foreign Subsidiaries, to the extent the creation of such security interest in the Capital Stock of Foreign Subsidiaries is governed by the NY UCC) and (i) in the case of certificates or instruments representing or evidencing the Additional Collateral, upon the earlier of (x) delivery of such Additional Collateral and any necessary indorsements to the extent necessary to the Notes Collateral Agent (or its non-fiduciary agent or designee) in accordance with this Supplement and the Notes Pledge Agreement and (y) the filing of financing statements naming each Additional Pledgor as “debtor” and the Notes Collateral Agent as “secured party” and describing the Additional Collateral in the applicable filing offices, and (ii) in the case of all other Additional Collateral which is capable of being perfected by the filing of financing statements, upon the filing of financing statements naming each Additional Pledgor as “debtor” and the Notes Collateral Agent as “secured party” and describing the Additional Collateral in the applicable filing offices, shall create a perfected first priority security interest in such Additional Collateral (in the case of the Capital Stock of Foreign Subsidiaries, to the extent the creation of such security interest in the Capital Stock of Foreign Subsidiaries is governed by the NY UCC), securing the payment of the Secured Obligations, in favor of the Notes Collateral Agent, for the benefit of the Secured Parties, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

Annex A-4

(g) The pledge effected hereby is effective to vest in the Notes Collateral Agent, for the benefit of the Secured Parties, the rights of the Notes Collateral Agent in the Additional Collateral as set forth herein.

(h) Such Additional Pledgor has full power, authority and legal right to pledge all the Additional Collateral pledged by such Additional Pledgor pursuant to this Supplement and this Supplement constitutes a legal, valid and binding obligation of each Additional Pledgor (in the case of the Capital Stock of Foreign Subsidiaries, to the extent the creation of such security interest in the Capital Stock of Foreign Subsidiaries is governed by the NY UCC), enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors rights generally and general principles of equity (whether considered in a proceeding in equity or law).

SECTION [3][4]. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the Notes Collateral Agent and the Company. This Supplement shall become effective as to each Additional Pledgor when the Notes Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such Additional Pledgor and the Notes Collateral Agent.

SECTION [4][5]. Except as expressly supplemented hereby, the Notes Pledge Agreement shall remain in full force and effect.

SECTION [5][6]. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION [6][7]. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Notes Pledge Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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][8]. All notices, requests and demands pursuant hereto shall be made in accordance with Section 16 of the Notes Pledge Agreement. All communications and notices hereunder to each Additional Pledgor shall be given to it in care of the Company at the Company’s address set forth in Section 13.02 of the Indenture.

SECTION [8][9]. Subject to Section 7.07 of the Indenture, each Additional Pledgor agrees to reimburse the Notes Collateral Agent for its reasonable and documented out-of-pocket expenses in connection with this Supplement, including the reasonable and documented fees, other charges and disbursements of counsel for the Notes Collateral Agent.

Annex A-5

IN WITNESS WHEREOF, each Additional Pledgor and the Notes Collateral Agent have duly executed this Supplement to the Notes Pledge Agreement as of the day and year first above written.

[NAME OF ADDITIONAL PLEDGOR(S)],
By:
	Name:
	Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
By:
	Name:
	Title:

SCHEDULE 1
TO SUPPLEMENT NO. [__]
TO THE NOTES
U.S. PLEDGE AGREEMENT

PLEDGED SHARES AND PLEDGED DEBT

Pledged Shares

		Issuer’s				Percentage of
		jurisdiction				Issued and
		of	Class of Equity	Certificate	Number	Outstanding
Pledgor	Issuer	formation	Interest	No(s), if any	of Units	Units

Pledged Debt

		Issuer’s	Initial
		jurisdiction of	Principal
Pledgor	Issuer	formation	Amount	Date of Issuance	Maturity Date

Schedule 1-1

ANNEX B
TO
PLEDGE AGREEMENT

FORM OF OTHER PARI PASSU LIEN SECURED PARTY CONSENT

[Name of Other Pari Passu Lien Secured Party]
[Address of Other Pari Passu Lien Secured Party]

[Date]

The undersigned is the Authorized Representative for [list new secured parties] who have evidenced in writing their intent to become Secured Parties (the “New Secured Parties”) under the Notes Pledge Agreement dated as of October 13, 2010 (the “ Notes Pledge Agreement”) by and among Associated Materials, LLC, a Delaware limited liability company (the “Company”), the subsidiaries of the Company party thereto and Wells Fargo Bank, National Association, as Notes Collateral Agent. Terms used herein but not defined herein have the meanings assigned to such terms in the Notes Pledge Agreement.

In consideration of the foregoing, the undersigned Authorized Representative hereby:

(i) represents that the Authorized Representative has been duly authorized by the New Secured Parties to become a party to the Notes Pledge Agreement on behalf of the New Secured Parties under that [DESCRIBE OPERATIVE AGREEMENT] (the “New Secured Obligations”) and to act as the Authorized Representative for the New Secured Parties, including to appoint the Collateral Agent as set forth below;

(ii) acknowledges that each of the New Secured Parties has received a copy of the Notes Pledge Agreement, the Intercreditor Agreement and the Indenture, accepts and acknowledges and agrees for itself and each new secured party to be bound in all respects by the terms of the Notes Pledge Agreement, including the provisions of the Indenture incorporated therein by reference;

(iii) appoints and authorizes the Notes Collateral Agent, as Collateral Agent for the New Secured Parties under the Notes Pledge Agreement and the Intercreditor Agreement, to take such action as agent on its behalf and on behalf of all other Secured Parties and to exercise such powers under the Notes Pledge Agreement and the Intercreditor Agreement as are delegated to the Notes Collateral Agent by the terms thereof;

(iv) accepts, acknowledges and agrees for itself and each new secured party to be bound in all respects by the terms of the Intercreditor Agreement applicable to it and the New Secured Parties and agrees to serve as Authorized Representative for the New Secured Parties with respect to the New Secured Obligations and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms thereof applicable to holders of Other Pari Passu Lien Obligations, with all the rights and obligations of a Notes Claimholder (as defined in the Intercreditor Agreement) thereunder and bound by all the provisions thereof (including, without limitation, Section 9.3 thereof) as fully as if it had been a Notes Claimholder on the effective date of the Intercreditor Agreement and agrees that its address for receiving notices pursuant to the Notes Pledge Agreement and the other Security Documents shall be as follows:

[Address]

The New Secured Parties shall be the Authorized Representative and the holders of the New Secured Obligations.

Annex B-1

The Authorized Representative for itself and each New Secured Party does hereby covenant and agree in favor of Notes Collateral Agent that:

(a) The Notes Collateral Agent shall have no obligation whatsoever to the Authorized Representatives or any of the Secured Parties to assure that the Collateral exists or is owned by any Pledgor or is cared for, protected, or insured or has been encumbered, or that the Notes Collateral Agent’s liens or security interests have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all or any Pledgor’s property constituting collateral intended to be subject to the lien and security interest of the Notes Pledge Agreement has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Notes Collateral Agent pursuant to the Notes Pledge Agreement, any Notes Document or the Intercreditor Agreement other than pursuant to the instructions provided in the Notes Pledge Agreement, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Notes Collateral Agent shall have no other duty or liability whatsoever to the Authorized Representative or any Secured Party as to any of the foregoing.

(b) No provision of the Notes Pledge Agreement or any Notes Document shall require the Notes Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Required Secured Parties unless the Notes Collateral Agent shall have received indemnity satisfactory to the Notes Collateral Agent against potential costs and liabilities incurred by the Notes Collateral Agent relating thereto. Notwithstanding anything to the contrary contained in the Notes Pledge Agreement, the Intercreditor Agreement or the Notes Documents, in the event the Notes Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Notes Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other action if the Notes Collateral Agent has determined that the Notes Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances unless the Notes Collateral Agent has received security or indemnity from the Secured Parties in an amount and in a form all satisfactory to the Notes Collateral Agent in its sole discretion, protecting the Notes Collateral Agent from all such liability. The Notes Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Pledgors or the Secured Parties to be sufficient.

Annex B-2

(c) The Notes Collateral Agent (i) shall not be liable for any action taken or omitted to be taken by it in connection with the Intercreditor Agreement or any Notes Documents or instrument referred to herein or therein, except to the extent that any of the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct, (ii) shall not be liable for interest on any money received by it except as the Notes Collateral Agent may agree in writing with the Issuers (and money held in trust by the Notes Collateral Agent need not be segregated from other funds except to the extent required by law) and (iii) may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such counsel. The grant of permissive rights or powers to the Notes Collateral Agent shall not be construed to impose duties to act.

(d) In no event shall the Notes Collateral Agent be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage or any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Notes Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

(e) The Notes Collateral Agent does not assume any responsibility for any failure or delay in performance or any breach by the Pledgors under the Notes Pledge Agreement, the Intercreditor Agreement and the Notes Documents. The Notes Collateral Agent shall not be responsible to the Secured Parties or any other Person for any recitals, statements, information, representations or warranties contained in any Notes Documents or in any certificate, report, statement, or other document referred to or provided for in, or received by the Notes Collateral Agent under or in connection with, the Notes Pledge Agreement, the Intercreditor Agreement or any Notes Document; the execution, validity, genuineness, effectiveness or enforceability of the Notes Pledge Agreement, the Intercreditor Agreement and any Notes Documents of any other party thereto; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Notes Obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure of any obligor to perform its Notes Obligations under the Notes Pledge Agreement, the Intercreditor Agreement and the Notes Documents. The Notes Collateral Agent shall have no obligation to any Secured Party or any other Person to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any obligor of any terms of the Notes Pledge Agreement, the Intercreditor Agreement and the Notes Pledge

Annex B-3

Documents, or the satisfaction of any conditions precedent contained in the Notes Pledge Agreement, the Intercreditor Agreement and any Notes Documents. The Notes Collateral Agent shall not be required to initiate or conduct any litigation or collection or other proceeding under the Notes Pledge Agreement, the Intercreditor Agreement and the Notes Documents unless expressly set forth hereunder or thereunder. The Notes Collateral Agent shall have the right at any time to seek instructions from the Required Secured Parties with respect to the administration of the Notes Documents.

(f) The Secured Parties hereby agree and acknowledge that the Notes Collateral Agent shall not assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of the Notes Pledge Agreement, the Intercreditor Agreement, the Notes Documents or any actions taken pursuant hereto or thereto. Further, the Secured Parties hereby agree and acknowledge that in the exercise of its rights under the Notes Pledge Agreement, the Intercreditor Agreement and the Notes Documents, the Notes Collateral Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Notes Collateral Agent in the Collateral, including without limitation the properties under the real property that constitute Collateral, and that any such actions taken by the Notes Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such Collateral, including without limitation the real properties that constitute Collateral, as those terms are defined in Section 101(20)(E) of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq., as amended.

(g) The Authorized Representative for itself and on behalf of the New Secured Parties, shall take such action as Notes Collateral Agent may reasonably request to carry out the intent of the foregoing obligations of the Authorized Representative and the New Secured Parties, an including executing, acknowledging, authorizing, delivering or recording or filing additional instruments, agreements or documents.

The Notes Collateral Agent, by acknowledging and agreeing to this Other Pari Passu Lien Secured Party Consent, and in consideration of the foregoing representations, warranties, covenants and agreements of the Authorized Representative and each Other New Secured Party, accepts the appointment set forth in clause (iii) above.

THIS OTHER PARI PASSU LIEN SECURED PARTY CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Annex B-4

IN WITNESS WHEREOF, the undersigned has caused this Other Pari Passu Lien Secured Party Consent to be duly executed by its authorized officer as of the ___ day of _______, 20__.

[AUTHORIZED REPRESENTATIVE]
By:
	Name:
	Title:

Acknowledged and Agreed WELLS FARGO BANK, NATIONAL ASSOCIATION as Notes Collateral Agent
By:
	Name:
	Title:

ASSOCIATED MATERIALS, LLC
By:
	Name:
	Title:

EX-10.12

Exhibit 10.12

STOCKHOLDERS AGREEMENT

Dated as of October 13, 2010

By and Among

CAREY INVESTMENT HOLDINGS CORP.,

CAREY INTERMEDIATE HOLDINGS CORP.,

ASSOCIATED MATERIALS, LLC

and

THE STOCKHOLDERS SIGNATORY HERETO

TABLE OF CONTENTS

	Page
ARTICLE I CERTAIN DEFINITIONS
Section 1.1. Certain Definitions		1
ARTICLE II TRANSFER OF EQUITY SECURITIES
Section 2.1. General Restrictions on Transfers		10
Section 2.2. Permitted Transfers; Restrictions on Transfers by Non-H&F Stockholders Transfers		13
Section 2.3. Tag-Along Rights		13
Section 2.4. Drag-Along Rights		15
Section 2.5. Grant of Preemptive Rights to Stockholders		17
Section 2.6. Company’s Right		19
Section 2.7. Certain Transfers after an Initial Public Offering.		21
Section 2.8. Termination of this Article II		21
ARTICLE III REGISTRATION RIGHTS
Section 3.1. Required Registration		21
Section 3.2. Incidental Registration		24
Section 3.3. Registration Procedures		25
Section 3.4. Preparation; Reasonable Investigation		29
Section 3.5. Rights of Requesting Holders		29
Section 3.6. Registration Expenses		29
Section 3.7. Indemnification; Contribution		29
Section 3.8. Holdback Agreements; Registration Rights to Others		32
Section 3.9. Availability of Information		32
Section 3.10. Additional Registration Rights		32
ARTICLE IV GOVERNANCE AND STOCKHOLDER MATTERS
Section 4.1. Board of Directors and Certain Other Governance Matters Prior to an Initial Public Offering		32
Section 4.2. Board of Directors and Certain Other Governance Matters After an Initial Public Offering		34
Section 4.3. VCOC Stockholders		35
Section 4.4. Other Matters		37

i

	Page
ARTICLE V MISCELLANEOUS
Section 5.1. Entire Agreement		38
Section 5.2. Captions; Rules of Interpretation		38
Section 5.3. Counterparts		38
Section 5.4. Severability		38
Section 5.5. Notices		38
Section 5.6. Successors and Assigns; Additional Stockholders		40
Section 5.7. GOVERNING LAW		40
Section 5.8. Submission to Jurisdiction		40
Section 5.9. Remedies; Jury Trial		41
Section 5.10. Benefits Only to Parties		41
Section 5.11. Indemnification of H&F Investors		42
Section 5.12. Termination; Survival of Benefits		43
Section 5.13. Publicity		44
Section 5.14. Confidentiality		44
Section 5.15. Amendments; Waivers		44
Section 5.16. Agreement Governs in Event of Conflict		45
Section 5.17. Consents, Approvals and Actions		45

ii

STOCKHOLDERS AGREEMENT

This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of October 13, 2010, by and among Carey Investment Holdings Corp., a Delaware corporation (together with its successors and assigns, the “Company”), Carey Intermediate Holdings Corp., a Delaware corporation (together with its successors and assigns, “Holdings”), Associated Materials, LLC, a Delaware limited liability company, Hellman & Friedman Capital Partners VI, L.P., a Delaware limited partnership (“H&F VI”), Hellman & Friedman Capital Partners VI (Parallel), L.P., a Delaware limited partnership (“H&F VI Parallel”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (“H&F Executives VI”), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (“H&F Associates VI”), certain stockholders and holders of Options of the Company listed on the Executive Signature Page hereto (collectively, the “Executives”) and any other stockholder or holder of Options of the Company who from time to time becomes a party hereto pursuant to Section 5.6(b).

W I T N E S S E T H :

WHEREAS, pursuant to a Subscription Agreement, dated as of October 13, 2010, among the Company, H&F VI, H&F Parallel VI, H&F Executives VI and H&F Associates VI, H&F VI, H&F Parallel VI, H&F Executives VI and H&F Associates V, severally and not jointly, subscribed for shares of Common Stock and Convertible Notes as set forth on Schedule 1 to such agreement;

WHEREAS, each of the Executives, pursuant to Subscription Agreements, dated as of October 13, 2010, between the Company and such Executive, agreed to acquire shares of Common Stock for cash upon the terms and subject to the conditions set forth therein and, as a condition of receipt of such shares, is required to enter into this Agreement;

WHEREAS, the Company, Holdings, Associated and the Stockholders each desire to enter into this Agreement to, inter alia, regulate and limit certain rights relating to the Equity Securities and to limit the sale, assignment, transfer, encumbrance or other disposition of such Equity Securities and to provide for the management of the Company, Holdings and Associated as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Section 1.1. Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. Notwithstanding the foregoing, (i) the Company, its Subsidiaries and its other controlled Affiliates shall not be considered Affiliates of any Stockholder or any of such Stockholder’s Affiliates (other than the Company, its Subsidiaries and its other controlled Affiliates) and (ii) none of the H&F Investors shall be considered Affiliates of any portfolio company in which the H&F Investors or any of their investment fund Affiliates have made a debt or equity investment (and vice versa).

“Agreement” shall have the meaning set forth in the preamble to this Agreement.

“Applicable Employee” shall mean (i) with respect to any Management Stockholder who is a director, employee or consultant of the Company or any of its Subsidiaries, such director, employee or consultant and (ii) with respect to any Management Stockholder who is not a director, employee or consultant of the Company or any of its Subsidiaries, the director, employee or consultant of the Company or any of its Subsidiaries with respect to whom such Management Stockholder is a Permitted Transferee.

“Applicable Law” shall mean, with respect to any Person, all provisions of laws, statutes, ordinances, rules, regulations, permits or certificates of any Governmental Authority applicable to such Person or any of its assets or property, and all judgments, injunctions, orders and decrees of all courts, arbitrators or Governmental Authorities in proceedings or actions in which such Person is a party or by which any of its assets or properties are bound.

“Associated” shall have the meaning set forth in the recitals to this Agreement.

“Automatic Shelf Registration Statement” shall have the meaning set forth in Rule 405 (or any successor provision) of the Securities Act.

“Board” shall mean the Board of Directors of the Company.

“Business Day” shall mean any day except a Saturday, a Sunday or any other day on which commercial banks in New York, New York are required or authorized by Applicable Law to close.

“Bylaws” shall mean the bylaws of the Company, as amended from time to time.

“Capital Stock” shall mean:

(a) in the case of a corporation, corporate stock (including common and preferred stock);

(b) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(c) in the case of an association or other business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock.

2

As used herein, unless the context otherwise requires, “Capital Stock” shall refer to the capital stock of the Company.

“Cause” means, with respect to any Applicable Employee, the meaning given to such term in the employment agreement, consulting agreement or other similar agreement specifying the terms of such Applicable Employee’s employment with, service to, or engagement by, the Company or one of its Affiliates, or if no such agreement exists with respect to such Applicable Employee or “Cause” is not defined in such agreement for such Applicable Employee, any of the following: (i) embezzlement, theft or misappropriation by the Applicable Employee of any property of the Company or any of its Affiliates; (ii) any breach by the Applicable Employee of any restrictive covenants applicable to such Applicable Employee; (iii) any breach by the Applicable Employee of any provision of his or her employment agreement or consulting agreement (or other similar agreement specifying the terms of such Applicable Employee’s employment with, service to, or engagement by, the Company or one of its Affiliates), which breach is not cured, to the extent susceptible to cure, within fourteen (14) days after the Company has given written notice to the Applicable Employee describing such breach; (iv) failure or refusal by the Applicable Employee to perform any directive of the Board or the duties of his or her employment, service or engagement which continues for a period of fourteen (14) days following notice thereof by the Company to the Applicable Employee; (v) any act by the Applicable Employee constituting a felony or otherwise involving theft, fraud, dishonesty, misrepresentation or moral turpitude; (vi) the Applicable Employee’s conviction of, or a plea of nolo contendere (or a similar plea) to, any criminal offense; (vii) gross negligence or willful misconduct on the part of the Applicable Employee in the performance of his or her duties as an employee, officer or director of the Company or any of its Affiliates; (viii) the Applicable Employee’s breach of his or her fiduciary obligations, or disloyalty, to the Company or any of its Affiliates; (ix) any act or omission to act of the Applicable Employee intended to harm or damage the business, property, operations, financial condition or reputation of the Company or any of its Affiliates; (x) any chemical dependence of the Applicable Employee which adversely affects the performance of his or her duties and responsibilities to the Company or any of its Affiliates; or (xi) the Applicable Employee’s violation of the Company’s or any of its Affiliate’s code of ethics, code of business conduct or similar policies applicable to such Applicable Employee. The existence or non-existence of Cause with respect to any Applicable Employee will be determined in good faith by the Board.

“Certificate of Incorporation” shall mean the Certificate of Incorporation of the Company, as amended from time to time.

“Closing” has the meaning set forth in the Merger Agreement.

“Common Stock” shall mean the Common Stock of the Company, par value $0.01 per share.

“Company” shall have the meaning set forth in the preamble to this Agreement.

3

“control” (including, with correlative meanings, 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 or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Controlled Entity” shall mean any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise controlled by the Company.

“Convertible Note” means the $5,000,000 in aggregate principal amount of Subordinated Convertible Promissory Notes executed by the Company in favor of the H&F Investors, as they may be amended from time to time.

“Designated Sale Event” shall mean any transaction or series of related transactions that would result in the sale of fifteen percent (15%) or more of the Equity Securities of the Company (calculated by assuming conversion of the Convertible Notes into Common Stock).

“Director” shall mean a member of the Board.

“Dispute” shall have the meaning set forth in Section 5.8.

“Drag Along Event” shall mean a transaction or series of related transactions (whether pursuant to a merger, consolidation, direct or indirect sale of Equity Securities or otherwise) that would result in the sale of at least 50% of the Equity Securities of the Company (which may include Equity Securities held by the Drag Sellers, Other Drag Stockholders and/or other holders of Equity Securities) or a sale of all or substantially all of the assets of the Company, in each case to a Person that is not an Affiliate of any Drag Seller.

“Drag Seller” shall have the meaning set forth in Section 2.4(a) of this Agreement.

“Equity Securities” shall mean, as of any applicable date of determination, the shares of Capital Stock of the Company outstanding as of such date of determination.

“Escrow Holder” shall have the meaning set forth in Section 2.1(g) of this Agreement.

“Excess New Securities” shall have the meaning set forth in Section 2.5(a) of this Agreement.

“Excess Participants” shall have the meaning set forth in Section 2.3(b) of this Agreement.

“Excess Tag Securities” shall have the meaning set forth in Section 2.3(b) of this Agreement.

4

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Executives” shall have the meaning set forth in the preamble to this Agreement.

“Governmental Authority” shall mean any U.S. or non-U.S. federal, state, municipal or other governmental department, board, bureau, agency or instrumentality, or any court.

“H&F Investor” and “H&F Investors” shall mean, as of any applicable date of determination, H&F VI, H&F VI Parallel, H&F Executives VI, H&F Associates VI and any of their Affiliates that hold as of such date of determination Equity Securities of the Company.

“Holders’ Counsel” shall have the meaning set forth in the definition of “Registration Expenses.”

“Holdings” shall have the meaning set forth in the recitals to this Agreement.

“Incentive Securities” shall mean and include, at any time, (a) all Stock Options and (b) all shares of Capital Stock issued upon the exercise of Stock Options.

“Incidental Registration” shall have the meaning set forth in Section 3.2(a) of this Agreement.

“In-Kind Distribution” shall mean any Transfer pursuant to which any H&F Investor effects a bona fide distribution of Equity Securities to their partners, members, stockholders or beneficiaries that is made without payment of consideration therefor in accordance with the governing documents of such H&F Investor.

“Management Stockholder” shall mean, as of any applicable date of determination, each of the Executives, each of the members of management or other employees, consultants or directors of the Company or its Subsidiaries and each Permitted Transferee of any of the foregoing individuals who, from time to time, becomes party to this Agreement pursuant to Section 5.6(b) hereto and, in each case, who hold as of such date of determination Equity Securities and/or Options of the Company.

“Management Stockholder Group” means each Executive for so long as he or she holds Equity Securities and/or Options of the Company and any of his or her Permitted Transferees that hold Equity Securities and/or Options of the Company and have become parties to this Agreement pursuant to Section 5.6(b).

“Merger Agreement” means the Agreement and Plan of Merger, dated as of September 8, 2010, among the Company, Holdings, Carey Acquisition Corp. and AMH Holdings, Inc., as amended from time to time.

“NASDAQ” shall mean The Nasdaq Stock Market, Inc.

5

“New Securities” shall mean any Capital Stock of the Company or any of its Subsidiaries, whether authorized now or in the future, and any rights, options or warrants to purchase any Capital Stock (“Options”), provided that “New Securities” shall not include (a) Capital Stock sold in a Public Offering or in a transaction pursuant to Rule 144A of the Securities Act, (b) Capital Stock issued as consideration in any merger or Recapitalization of the Company or issued as consideration for the acquisition of another Person or assets of another Person, (c) any issuance of Capital Stock approved by the H&F Investors to any Person which is determined by the Board to be strategically beneficial to the operations of the Company (other than solely as a source of capital), (d) Options issued to a commercial bank, commercial leasing company or other Person whose principal business is the extension of financing to third parties as part of any financing transaction, so long as such Options are not the only security or other financing component of such financing transaction, (e) Incentive Securities or (f) Capital Stock issued by any direct or indirect wholly owned Subsidiary of the Company to the Company and/or any one or more of its other wholly owned Subsidiaries.

“New Securities Price” shall have the meaning set forth in Section 2.5(a) of this Agreement.

“Non-H&F Stockholder” shall mean each of the Stockholders other than the H&F Investors.

“Options” shall have the meaning set forth in the definition of “New Securities.”

“Other Drag Stockholders” shall have the meaning set forth in Section 2.4(b) of this Agreement.

“Other Tag Stockholders” shall have the meaning set forth in Section 2.3(a) of this Agreement.

“Participant” shall have the meaning set forth in Section 2.3(b) of this Agreement.

“Permitted Transferee” shall mean, with respect to a Management Stockholder, (i) a trust or custodianship the beneficiaries of which may include only the Applicable Employee for such Management Stockholder, and the spouse and lineal descendants (including children by adoption and step children) of such Applicable Employee and with respect to which such Applicable Employee is the sole trustee or custodian or (ii) any limited liability company or partnership (A) with respect to which all of the outstanding equity interests are beneficially owned solely by the Applicable Employee for such Management Stockholder, and the spouse and lineal descendants (including children by adoption and step children) of such Applicable Employee and (B) with respect to which such Applicable Employee is the sole manager or managing member (if a limited liability company) or the sole general partner (if a limited partnership) and otherwise has the sole power to direct or cause the direction of the management and policies, directly or indirectly, of such limited liability company or partnership, whether through the ownership of voting securities, by contract or otherwise.

6

“Person” shall mean and include natural persons, corporations, limited partnerships, general partnerships, limited liability companies, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governments and agencies and political subdivisions thereof.

“Plan Asset Regulations” shall mean the regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations.

“Post-IPO Release Event” shall have the meaning set forth in Section 2.7.

“Preemptive Exercise Notice” shall have the meaning set forth in Section 2.5(a) of this Agreement.

“Preemptive Notice” shall have the meaning set forth in Section 2.5(a) of this Agreement.

“Pro Rata Amount” shall mean, at any time, (x) with respect to any H&F Investor in connection with any issuance of New Securities, the quotient (expressed as a percentage) obtained by dividing (a) the number of Equity Securities held by such Stockholder at such time (calculated by assuming conversion of the Convertible Notes into Common Stock) by (b) the aggregate number of Equity Securities outstanding at such time (such quotient, the “Maximum Pro Rata Amount”) and (y) with respect to any Non-H&F Stockholder in connection with any issuance of New Securities, the Maximum Pro Rata Amount multiplied by the quotient (which in no event shall exceed one) obtained by dividing (a) the aggregate amount of such New Securities that the H&F Investors, in the aggregate, request to purchase in their Preemptive Exercise Notices with respect to such issuance by (b) the H&F Investors’ (taken together) Maximum Pro Rata Amount of such New Securities. For the avoidance of doubt, it is understood that if the H&F Investors do not deliver any Preemptive Exercise Notice in connection with an issuance of New Securities, the Pro Rata Amount of each Non-H&F Stockholder with respect to such issuance of New Securities shall be 0%.

“Pro Rata Transfer” shall have the meaning set forth in Section 2.7(a).

“Public Offering” shall mean a sale of Common Stock through an underwritten public offering pursuant to an effective registration statement filed with the SEC.

“Recapitalization” shall mean a transaction or series of related transactions that result in a distribution by repurchase to holders of Equity Securities (including any debt or equity financing related to such distribution by repurchase).

“Registration” shall mean each Required Registration and each Incidental Registration.

7

“Registration Expenses” shall mean, with respect to the Company, all expenses incident to the Company’s performance of or compliance with Article III including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), expenses of printing certificates for the Registrable Securities in a form eligible for deposit with the Depository Trust Company, messenger and delivery expenses, internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), and fees and disbursements of counsel for the Company and its independent certified public accountants (including the expenses of any management review, cold comfort letters or any special audits required by or incident to such performance and compliance), securities acts liability insurance (if the Company elects to obtain such insurance), the reasonable fees and expenses of any special experts retained by the Company in connection with such registration, fees and expenses of other Persons retained by the Company, the fees and expenses of one (1) counsel and applicable local counsel (the “Holders’ Counsel”) which represents the holders of Registrable Securities to be included in the relevant Registration that are H&F Investors, selected by the holders of a majority of the Registrable Securities held by the H&F Investors to be included in such Registration; but not including any underwriting fees, discounts or commissions attributable to the sale of securities or fees and expenses of counsel representing the holders of Registrable Securities included in such Registration (other than the Holders’ Counsel) incurred in connection with the sale of Registrable Securities.

“Registrable Securities” shall mean, at any time (x) any shares of Common Stock; and (y) any securities issued or issuable in respect of shares of Common Stock (including, without limitation, by way of stock dividend, stock split, distribution, exchange, combination, merger, recapitalization, reorganization or otherwise). As to any particular Registrable Securities once issued, such Registrable Securities shall cease to be Registrable Securities:

(a) when a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement;

(b) a registration statement on Form S-8 (or any successor form) covering such securities is effective;

(c) such security is sold pursuant to Rule 144 or 145 promulgated under the Securities Act (or another exemption from the registration requirements of the Securities Act);

(d) the holder thereof (together with (i) his, her or its Family Affiliates and Beneficiaries if such holder is a Management Stockholder or (ii) his, her or its Affiliates if such holder is a H&F Investor), beneficially owns (excluding any securities covered by the foregoing clause (b)) less than one percent (1%) of the shares of Common Stock that are outstanding at such time and such holder is able to dispose of all of his, her or its Registrable Securities in any ninety (90) day period pursuant to Rule 144 (or any similar or analogous rule) promulgated under the Securities Act; or

8

(e) when such securities shall have ceased to be outstanding.

For the avoidance of doubt, it is understood that, with respect to any Registrable Securities for which a Stockholder holds vested but unexercised Stock Options or other Options exercisable for, convertible into or exchangeable for Registrable Securities, to the extent that such Registrable Securities are to be sold pursuant to Article III, such Stockholder must exercise, convert or exchange the relevant Stock Option or other Option and transfer the relevant underlying securities that are Registrable Securities (rather than the Stock Option or other Option) (in each case, net of any amounts required to be withheld by the Company or any of its Subsidiaries in connection with such exercise, conversion or exchange).

“Required Registration” shall have the meaning set forth in Section 3.1(a) of this Agreement.

“Rollover Shares” shall mean the shares of Common Stock purchased by any Management Stockholder for cash on or prior to the earlier of (i) the maturity date of the Convertible Note or (ii) such date on which the Convertible Note shall no longer be outstanding (whether due to prepayment, redemption, conversion or otherwise).

“SEC” shall mean, at any time, the Securities and Exchange Commission or any other federal agency at such time administering the Securities Act.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Stock Options” shall mean all options to purchase Equity Securities granted to members of management and key employees of the Company pursuant to a stock option or similar equity plan approved by the Board.

“Stock Option Plan” shall mean the Carey Investment Holdings Corp. Stock Incentive Plan, as such plan may be amended from time to time.

“Stockholder” shall mean, as of any applicable date of determination, each H&F Investor, each Management Stockholder, each Executive and each other Person who becomes a party to this Agreement pursuant to Section 5.6(b) and, in each case, who holds Equity Securities of the Company as of such date of determination.

9

“Subsidiary” shall mean, with respect to any Person at any time, any corporation, partnership, business trust, joint stock company, association, limited liability company or other business entity of which (a) if a corporation, a majority of the total voting power of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors or trustees thereof is at such 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 (b) if a partnership, limited liability company, business trust, joint stock company, association or other business entity other than a corporation, a majority of the partnership, membership or other similar ownership interests thereof is at such 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. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company, business trust, joint stock company, association or other business entity other than a corporation if such Person or Persons shall be allocated a majority of the partnership, association or other business entity gains or losses or shall be or control the managing director, manager, a general partner or the trustee of such partnership, limited liability company, business trust, joint stock company, association or other business entity.

“Tag-Eligible Securities” shall mean Equity Securities and shares of Common Stock issuable upon the exercise of Stock Options that are vested as of any applicable date of determination that are of the same class, series and type of Equity Securities set forth in the relevant Transfer Notice.

“Tag Sellers” shall have the meaning set forth in Section 2.3(a) of this Agreement.

“Transfer” shall have the meaning set forth in Section 2.1(a) of this Agreement.

“Transfer Notice” shall have the meaning set forth in Section 2.3(a) of this Agreement.

“Voting Stock” shall mean the Common Stock any other Capital Stock of the Company entitled to vote in the election of directors of the Company.

“Well-Known Seasoned Issuer” shall have the meaning set forth in Rule 405 (or any successor provision) of the Securities Act.

ARTICLE II

TRANSFER OF EQUITY SECURITIES

Section 2.1. General Restrictions on Transfers.

(a) Prior to the consummation of an initial Public Offering, no Stockholder may, directly or indirectly sell, exchange, assign, pledge, hypothecate, gift or otherwise or transfer, dispose of or encumber (all of which acts shall be deemed included in the term “Transfer” as used in this Agreement) any Equity Securities or any legal, economic or beneficial interest in any Equity Securities (in each case, whether held in its own right or by its representative and whether voluntary or involuntary or by operation of law) unless (i) such Transfer of Equity Securities is made on the books of the Company and is not in violation of the provisions of this ARTICLE II and (ii) the transferee of such Equity Securities (if other than (A) the Company, any of its Subsidiaries or another Stockholder, (B) a transferee in a sale of Equity Securities made under Rule 144, or (C) a transferee of Shares pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Section 5.6(b) and executes such further documents as may be necessary, in the reasonable judgment of the Company, to make him, her or it a party hereto. For the avoidance of doubt, it is understood that a transfer of limited partnership interests, limited liability company interests or similar interests in any of the H&F Investors, any other private equity fund or any parent entity with respect to any such H&F Investor or private equity fund shall not constitute a Transfer for purposes of this Agreement.

10

(b) From and after the date hereof until this Agreement is terminated, all certificates or other instruments representing Equity Securities held by any of the Stockholders shall bear a legend which shall substantially state as follows:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND HAVE THE BENEFIT OF A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 13, 2010, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT HAS BEEN FILED IN THE CHIEF EXECUTIVE OFFICE OF THE COMPANY WHERE THE SAME MAY BE INSPECTED DAILY DURING BUSINESS HOURS.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (II) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.”

Notwithstanding the foregoing provisions of this Section 2.1(b), the legend required by the paragraph immediately above shall be removed from any such certificates representing Equity Securities (i) when and so long as such Equity Securities shall have been effectively registered under the Securities Act and disposed of pursuant thereto or (ii) if and when requested by the Company, the Company shall have received an opinion of counsel reasonably satisfactory to it that such Equity Securities may be freely Transferred at any time without registration thereof under the Securities Act and that such legend may be removed.

(c) Any purported Transfer of Equity Securities or any interest in any Equity Securities other than in accordance with this Agreement by any Stockholder shall be null and void, and the Company shall refuse to recognize any such Transfer for any purpose and shall not reflect in its records any change in record ownership of Equity Securities pursuant to any such Transfer.

11

(d) Without the prior written consent of the H&F Investors, the Company shall not issue any Equity Securities upon original issue or reissue or otherwise dispose of any Equity Securities (other than Equity Securities registered under the Securities Act) unless the recipient or transferee of such Equity Securities (if other than a Stockholder) shall agree to become a party to this Agreement pursuant to Section 5.6(b) hereof and executes such further documents as may be necessary, in the reasonable judgment of the Company, to make him, her or it a party hereto or thereto.

(e) Each Stockholder acknowledges that the Equity Securities have not been registered under the Securities Act and may not be Transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder agrees that it will not Transfer any Equity Securities at any time if such action would constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Equity Securities under any such laws or a breach of any undertaking or agreement of such Stockholder entered into pursuant to such laws or in connection with obtaining an exemption thereunder. Each Stockholder agrees that any Equity Securities to be held by it, him or her shall bear the restrictive legend set forth in Section 2.1(b).

(f) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Equity Securities or enter into any agreements or arrangements of either kind with any person with respect to any Equity Securities inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders or holders of Equity Securities who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Equity Securities, nor shall any Stockholder act, for any reason, as a member of a group or in concert with any other Persons in connection with the acquisition, disposition or voting (if applicable) of any Equity Securities in any manner which is inconsistent with the provisions of this Agreement.

(g) Each Non-H&F Stockholder agrees that, with respect to any stock certificate(s) evidencing any Equity Securities owned by such Non-H&F Stockholder, the Company shall deliver (or cause to be delivered) such certificate(s) to the Secretary of the Company or other designee of the Company (the “Escrow Holder”), who is hereby appointed to hold such certificate(s) in escrow and to take all such actions and to effectuate all such Transfers of such Equity Securities as are in accordance with the terms of this Agreement. The Company agrees to provide such Non-H&F Stockholder with a photocopy of such stock certificate(s) upon such Non-H&F Stockholder’s request. The Non-H&F Stockholder and the Company agree that the Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless the Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this Agreement. The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement.

12

Section 2.2. Permitted Transfers; Restrictions on Transfers by Non-H&F Stockholders Transfers.

(a) Each Stockholder (other than a Management Stockholder) may (i) Transfer any or all of the Equity Securities held by it to any of its Affiliates without complying with the provisions of this ARTICLE II, other than Section 2.1; provided, however, that, with respect to a Transfer to an Affiliate, (x) such Affiliate shall have agreed with all parties hereto, in a written instrument reasonably satisfactory to the Company, that it will immediately convey record and beneficial ownership of all Equity Securities and all rights and obligations hereunder to such Stockholder or another Affiliate of such Stockholder if it ceases to be an Affiliate of such Stockholder and (y) as a condition to such Transfer, such Affiliate shall become a party to this Agreement as provided in Section 2.1(a), and (ii) after the consummation of the initial Public Offering, distribute any or all of the Equity Securities held by it pursuant to an In-Kind Distribution without complying with the provisions of this ARTICLE II, other than Section 2.1 (but excluding clause (ii) of Section 2.1(a)) and Section 2.7.

(b) Each Stockholder that is a Management Stockholder may Transfer any or all of the Equity Securities held by him or her to a Permitted Transferee without complying with the provisions of this ARTICLE II other than Section 2.1; provided that (i) such Permitted Transferee shall have agreed with all parties hereto, in a written instrument reasonably satisfactory to the Company, that he, she or it will immediately convey record and beneficial ownership of all Equity Securities and all rights and obligations hereunder to such Management Stockholder or another Permitted Transferee of such Management Stockholder if he, she or it ceases to be a Permitted Transferee of such Management Stockholder and (ii) as a condition to such Transfer, such Permitted Transferee shall become a party to this Agreement as provided in Section 5.6(b); provided, however, that in no event shall the aggregate number of members of any Management Stockholder Group at any time exceed three at such time.

(c) With respect to each Non-H&F Stockholder, during the period beginning on the date hereof and ending on the first anniversary of the consummation of an initial Public Offering (the “Transfer Restriction Period”), such Non-H&F Stockholder shall not Transfer any Equity Securities to any Person, except Transfers (i) to Affiliates or Permitted Transferees, as applicable, pursuant to Section 2.2(a) and 2.2(b), (ii) pursuant to and in compliance with Section 2.3, Section 2.4, Section 2.5 (if such Non-H&F Stockholder is an Alternative Procedure Purchaser), Section 2.6 or Section 2.7, (iii) in a Public Offering pursuant to and in compliance with ARTICLE III or (iv) upon receipt of the prior written consent of the H&F Investors.

Section 2.3. Tag-Along Rights.

(a) Subject to Section 2.3(e), in the event that any H&F Investor or group of H&F Investors (“Tag Sellers”) propose to effect a Transfer of Equity Securities that will result in a Designated Sale Event, such Tag Sellers shall give written notice (the “Transfer Notice”) to the Company and each of the other Stockholders and holders of vested Stock Options that are not Tag Sellers (the “Other Tag Stockholders”) at least fifteen (15) days prior to the scheduled consummation of such Transfer. The Transfer Notice shall describe in reasonable detail the proposed Transfer including, without limitation, the identity of the proposed purchaser, the type and number of shares of Equity Securities to be sold, the purchase price of each such share of Equity Securities to be sold, the form of consideration, the amount of any escrow, the nature of any other material terms of such sale and the date such proposed sale is expected to be consummated.

13

(b) Each of the Other Tag Stockholders shall have the right, exercisable upon delivery of an irrevocable written notice to the Tag Seller within ten (10) days after receipt of the Transfer Notice (the “Response Deadline”), to participate in such proposed Transfer on substantially the same terms and conditions as set forth in the Transfer Notice including, without limitation, the making of representations and warranties as to due incorporation, existence and good standing, power and authority of such Other Tag Stockholder, ownership of the Equity Securities and such other representations and warranties to be made by the Tag Sellers, the granting of all indemnifications and participating in any escrow arrangements to the extent of their respective pro rata portion and similar agreements agreed to by the Tag Seller, provided that the indemnification obligation of any Other Tag Stockholder to a proposed transferee with respect to the breach of any representation or warranty concerning the Company shall be limited to the lesser of its respective pro rata portion of the obligation and the proceeds to be received by such Other Tag Stockholder in connection with such Transfer. For the avoidance of doubt, it is understood that in order to be entitled to exercise his, her or its right to sell Equity Securities in a Transfer pursuant to this Section 2.3, each Other Tag Stockholder must agree to make to the proposed purchaser the same representations, warranties, covenants, indemnities and agreements as the Tag Sellers agree to make in connection with such Transfer. For an Other Tag Stockholder to participate in such Transfer with respect to its vested Stock Options (a “Tag Option Holder”), such Tag Option Holder, by the Response Deadline, must deliver to the Company (1) its notice of election to exercise a number of Stock Options up to its pro rata portion (as described below), (2) payment for the aggregate exercise price for such exercise and (3) if not already a party to this Agreement, an executed signature page to this Agreement. Each Other Tag Stockholder electing to participate in the Transfer described in the Transfer Notice (each, a “Participant”) shall indicate in its notice of election to the Tag Seller the maximum number of Tag-Eligible Securities it desires to Transfer. Each such Participant shall be entitled to Transfer a number of Tag-Eligible Securities equal to such holder’s pro rata portion of the total number of Tag-Eligible Securities to be Transferred, as set forth in the Transfer Notice, up to such maximum number, provided that the H&F Investors may, at their option, indicate the number of Tag-Eligible Securities that they desire to Transfer in the aggregate instead of per Participant. For purposes of this Section 2.3(b) and Section 2.3(c), “pro rata portion” shall mean for each Participant, with the H&F Investors being treated as one Participant if so requested, a fraction, the numerator of which is the number of Tag-Eligible Securities held by such Participant (calculated assuming conversion of the Convertible Notes into Common Stock) immediately prior to the Transfer proposed in the Transfer Notice and the denominator of which is the total number of Tag-Eligible Securities (calculated assuming conversion of the Convertible Notes into Common Stock) included in such Transfer outstanding immediately prior to the Transfer proposed in the Transfer Notice held by the Tag Seller and the Other Tag Stockholders collectively. In the event that any Stockholder does not elect to sell all of its respective pro rata portion, the Tag-Eligible Securities that were available for sale by such non-electing Other Tag Stockholders but are not being so sold (the “Excess Tag Securities”) shall automatically be deemed to be accepted for sale by (i) each Other Tag Stockholder who indicated in their written response to the Transfer Notice a desire to participate in the sale of Tag-Eligible Securities in excess of its pro rata portion and (ii) the Tag Seller (collectively, the “Excess Participants”). Unless otherwise agreed by all of the Excess Participants, each Excess Participant shall sell a number of Excess Tag Securities equal to the lesser of (x) the number of Excess Tag Securities indicated in the written response to the Transfer Notice or, in the case of the Tag Seller, the Transfer Notice, if any, and (y) an amount equal to the product of (A) the aggregate number of Excess Tag Securities and (B) a fraction, the numerator of which is the number of Tag-Eligible Securities held at such time by such Excess Participant (calculated assuming conversion of the Convertible Notes into Common Stock) and the denominator of which is the aggregate number of Tag-Eligible Securities held at such time by all Excess Participants (calculated assuming conversion of the Convertible Notes into Common Stock).

14

(c) Each Participant shall effect its participation in the Transfer by delivering to the Tag Seller (to hold in trust as agent for such Participant), or the Escrow Holder shall deliver to the Tag Seller on behalf of such Participant, in each case, at least three (3) Business Days prior to the date scheduled for such Transfer as set forth in the Transfer Notice, one or more certificates or other instruments, as applicable, in proper form for transfer, which represent the number of Tag-Eligible Securities that such Participant desires to Transfer in accordance with Section 2.3(b). Such certificate or certificates or other instruments, as applicable, shall be delivered by the Tag Seller to such Transferee on the date scheduled for such Transfer in consummation of the Transfer pursuant to the terms and conditions specified in the definitive agreement for the Transfer and such Transferee shall remit to each such Participant its pro rata portion of the sale proceeds (net of any costs and expenses incurred by the Tag Seller in connection with such Transfer) to which such Participant is entitled by reason of its participation in such sale. The Tag Seller’s sale of Equity Securities in any sale proposed in a Transfer Notice shall be effected on terms and conditions not substantially more favorable than those set forth in such definitive agreement for the Transfer and applicable to the other Participants. In the event the proposed Transfer is not consummated within twenty (20) Business Days of the date such certificate or certificates have been delivered to the Tag Seller for such Transfer, the Participant shall have the right to request the Tag Seller in writing to promptly return all certificates and/or instruments received from such Participant.

(d) Notwithstanding the delivery of any Transfer Notice, all determinations as to whether to complete any such Transfer and as to the timing, manner, price and other terms and conditions of any such Transfer shall be at the sole discretion of the Tag Sellers. The exercise or non-exercise of the rights of any of the Other Tag Stockholders hereunder to participate in one or more Transfers of Equity Securities made by the Tag Seller shall not adversely affect their rights to participate in subsequent Transfers of Equity Securities subject to this Section 2.3. Nothing in this Section 2.3 shall change the limitations and obligations set forth in Section 2.1 and 2.2.

(e) This Section 2.3 shall not apply to (i) any Transfer to an Affiliate pursuant to Section 2.2(a), (ii) any Transfer in a Public Offering, (iii) any Transfer pursuant to Rule 144 (or any similar or analogous rule) promulgated under the Securities Act, (iv) any Transfer pursuant to Section 2.5 (if such H&F Investor is an Alternative Procedure Purchaser) or (v) any In-Kind Distribution after the consummation of an Initial Public Offering.

Section 2.4. Drag-Along Rights.

(a) Each Stockholder agrees that a Drag Along Event may be initiated by a written consent to do so executed by the H&F Investors. Each party initiating the Drag Along Event pursuant to the immediately preceding sentence is referred to herein as a “Drag Seller” and all such initiating parties as “Drag Sellers.”

15

(b) At the written request of the Drag Seller or Drag Sellers, each of the other Stockholders that is not an H&F Investor (the “Other Drag Stockholders”) agrees to vote all of its Voting Stock, at a special or annual meeting of Stockholders or by written consent in lieu of a meeting, in favor of and, if applicable, shall sell its pro rata portion of the amount of Equity Securities and Stock Options to be Transferred in connection with, the Drag Along Event. In order to effect the foregoing covenant, each Stockholder that is an Other Drag Stockholder under this Section 2.4 hereby grants to the H&F Investors, to the extent the H&F Investors are a Drag Seller pursuant to this Section 2.4, with respect to all of such Stockholder’s Voting Stock an irrevocable proxy (which is deemed to be coupled with an interest) for the term of this Agreement with respect to any stockholder vote or action by written consent solely to effect such Drag Along Event in compliance with this Section 2.4.

(c) The Company and the Other Drag Stockholders each hereby agree to cooperate fully (including by waiving any other appraisal rights to which such Other Drag Stockholder may be entitled under Applicable Law and each such Stockholder does hereby waive all such appraisal rights) with, and to take all actions requested by, the Drag Sellers and the purchaser in any such Drag Along Event and, to execute and deliver promptly (and, in any event, by no later than the dates requested by the Drag Seller) all documents (including, without limitation, purchase agreements) and instruments as the Drag Sellers and such purchaser request to effect such Drag Along Event including, without limitation, the making of representations and warranties as to due incorporation, existence and good standing, power and authority of such Other Drag Stockholder, ownership of Equity Securities or Stock Options and such other representations and warrants to be made by the Drag Sellers and the granting of all indemnifications and the execution of all agreements (including, without limitation, participating in any escrow arrangements to the extent of their respective pro rata portion) and substantially similar arrangements which the Drag Sellers is making or executing, provided that the indemnification obligation of any Other Drag Stockholder to proposed purchaser with respect to the breach of any representation or warranty concerning the Company shall be limited to the lesser of the pro rata portion of the obligation and the proceeds to be received by such Other Drag Stockholder in connection with such Drag Along Event. Upon the closing of such Drag Along Event, each Stockholder shall receive its pro rata portion of the proceeds (net of any costs and expenses incurred by the H&F Investors in connection with such Drag Along Event, but only to the extent not paid or payable by the Company) and such sale shall be on substantially the same terms and conditions as afforded to the Drag Seller(s); provided, however, that, in the case of a sale of Common Stock, with respect to any shares of Common Stock for which a Stockholder holds exercisable and vested but unexercised Options, the price per share shall be reduced by the exercise price of such Options or, if required pursuant to the terms of such Options or such Drag Along Event, such Stockholder must exercise the relevant Option and transfer the relevant shares of Common Stock (rather than the Option) (in each case, net of any amounts required to be withheld by the Company); and provided, further, that, notwithstanding anything to the contrary set forth herein, in any event the Company shall be permitted to cause all outstanding Options to be treated in such Drag Along Event in any manner as permitted by their terms, including any applicable equity plans of the Company. Subject to the transaction costs and expenses discussed in the immediately preceding sentence, for purposes of Section 2.4(b) and 2.4(c), “pro rata portion” shall mean with respect to each Stockholder a fraction, the numerator of which is the number of Equity Securities (including, for such purposes, the number Stock Options to be exercised prior to such Transfer or to be cashed-out, assumed or substituted in such Transfer) held by such Stockholder immediately prior to such Drag Along Event and the denominator of which is the total number of such Equity Securities (including, for such purposes, the aggregate number Stock Options to be exercised prior to such Transfer or to be cashed-out, assumed or substituted in such Transfer) outstanding immediately prior to such Drag Along Event, in each case calculated on an as-converted basis and taking into account for each holder of Stock Options that are cashed-out, assumed or substituted in the Transfer, rather than exercised prior to the Transfer for shares of Common Stock, the aggregate exercise price of any such Stock Options cashed-out, assumed or substituted in the Transfer.

16

Section 2.5. Grant of Preemptive Rights to Stockholders.

(a) In the event that, at any time, the Company or any of its Subsidiaries shall decide to undertake an issuance of New Securities that is permitted by this Agreement, unless the H&F Investors have notified the Company in writing that they will not exercise their rights under this Section 2.5 with respect o such issuance (in which case it is understood that the Company shall have no further obligations under this Section 2.5 with respect to such issuance), the Company shall at such time deliver to each Stockholder written notice of the Company’s or such Subsidiary’s decision, describing the amount, type and principal terms (including the exercise price and expiration date thereof in the case of any Options) of such New Securities, the purchase price per New Security (the “New Securities Price”) to be paid by the purchasers of such New Securities and the other principal terms upon which the Company or such Subsidiary has decided to issue such New Securities, including, without limitation, the expected timing of such issuance, which shall not be less than twenty (20) Business Days after the date upon which such notice is given (the “Preemptive Notice”). Each Stockholder shall have ten (10) Business Days from the date on which they receive the Preemptive Notice to agree by irrevocable written notice to the Company (a “Preemptive Exercise Notice”) to purchase up to their Pro Rata Amount of such New Securities (and any Excess New Securities) for the New Securities Price and upon the general terms specified in the Preemptive Notice by giving irrevocable written notice to the Company and stating therein the quantity of New Securities to be purchased by any such Stockholder. In the event that in connection with such a proposed issuance of New Securities, such Stockholder shall for any reason fail or refuse to give such written notice to the Company within such ten (10) Business Days period, such Stockholder shall, for all purposes of this Section 2.5, be deemed to have refused (in that particular instance only) to purchase any of such New Securities and to have waived (in that particular instance only) all of its rights under this Section 2.5 to purchase any of such New Securities. In the event that any Non-H&F Stockholder does not elect to purchase all of its respective Pro Rata Amount of such New Securities, the New Securities that were available for purchase by such non-electing Stockholders (the “Excess New Securities”) shall automatically be deemed to be accepted for purchase by the Stockholders who indicated in their Preemptive Exercise Notice a desire to participate in the purchase of New Securities in excess of their Pro Rata Amount. Unless otherwise agreed by all of the Stockholders participating in the purchase of such New Securities, each Stockholder who indicated to purchase more than its Pro Rata Amount shall purchase a number of Excess New Securities equal to the lesser of (i) the number of Excess New Securities indicated in the Preemptive Exercise Notice, if any, and (ii) an amount equal to the product of (A) the aggregate number of Excess New Securities and (B) a fraction, the numerator of which is the number of Equity Securities held at such time by such Stockholder and the denominator of which is the aggregate number of Equity Securities held at such time by all Stockholders who participate in the purchase of Excess New Securities. Each such

17

Stockholder shall take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order to consummate expeditiously each such issuance of New Securities pursuant to this Section 2.5 and any related transactions, including (1) executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; (2) filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and (3) otherwise cooperating with the Company, such Subsidiary and the other prospective purchasers of such New Securities. Without limiting the generality of the foregoing, each such Stockholder agrees to execute and deliver such subscription and other agreements specified by the Company to which such Stockholder will be party. Notwithstanding anything to the contrary set forth herein, a Stockholder shall not be entitled to participate in an issuance of New Securities pursuant to this Section 2.5 unless at the time of such issuance the Company shall be reasonably satisfied that (x) such Stockholder is an “accredited investor” as defined in Regulation D of the Securities Act or such issuance, after giving effect to the participation of such Stockholder therein, would satisfy the requirements of any other exemption from registration available at such time under the Securities Act with respect to such issuance and (y) an exemption from registration or qualification under any state securities laws or foreign securities laws applicable to such issuance due to the participation of such Stockholder therein would be available with respect to such issuance. All costs and expenses incurred by the Company and its Subsidiaries in connection with any proposed issuance of New Securities (whether or not consummated), including all attorney’s fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, shall be paid by the Company or such Subsidiary. In connection with such proposed issuance of New Securities (whether or not consummated), the Company shall pay the fees and out-of-pocket expenses of a single law firm for all the H&F Investors. Any other costs and expenses incurred by or on behalf of any Stockholder in connection with such proposed issuance of New Securities (whether or not consummated) shall be borne by such holder.

(b) In the event any New Securities to be issued by the Company or such Subsidiary are not subject to a Preemptive Exercise Notice, the Company or such Subsidiary shall be free to issue such New Securities to any Person, provided that (i) the price per New Security at which such New Securities are being issued to and purchased by such Person is not less than the New Securities Price, (ii) the other terms and conditions pursuant to which such Person purchases such New Securities are substantially equivalent to the terms set forth in the Preemptive Notice and (iii) such issuance of New Securities takes place within ninety (90) days of the Preemptive Notice. After expiration of the 90-day period, any such New Securities to be issued by the Company or such Subsidiary shall be subject to this Section 2.5.

(c) Notwithstanding any provision hereof to the contrary, if the Company or one of its Subsidiaries elects to issue New Securities other than in compliance with Section 2.5(a), which the Company or such Subsidiary may elect to do only with the prior approval of the H&F Investors and only if the H&F Investors determine that there are exigent circumstances, the Company shall give notice to the Stockholders within ten (10) Business Days after the issuance of such New Securities. Such notice shall set forth the principal terms and conditions of the issuance, including the purchase price of the New Securities, the date on which such New Securities were issued and the identities and addresses of the Persons to whom the New Securities were sold (the “Alternate Procedure Purchasers”). Each Stockholder shall have ten (10) Business Days after the date the Company’s notice is given to elect, by giving

18

notice to the Company and the Alternate Procedure Purchasers, to purchase from the Alternate Procedure Purchasers up to the number of New Securities that such Stockholder would otherwise have the right to purchase pursuant to Section 2.5(a) above had the Company or such Subsidiary complied with the provisions of Section 2.5(a) in connection with the issuance of such New Securities under the terms and conditions set forth in the Company’s notice pursuant to this Section 2.5(c). The closing of sales from the Alternate Procedure Purchasers to the Stockholders pursuant to this Section 2.5(c) shall occur within thirty (30) Business Days of the date notice is given to the Stockholders (subject to extension to the extent necessary to obtain required governmental or other approvals). The Company shall cause any definitive agreements relating to issuances of New Securities to Alternate Procedure Purchasers to include all such provisions as are necessary to give effect to this Section 2.5(c), including the Alternate Procedure Purchasers’ agreement to sell such New Securities to the Stockholders, to the extent applicable, on a pro rata basis (based on the number of New Securities purchased by each Alternate Procedure Purchaser in the applicable issuance).

Section 2.6. Company’s Right to Purchase Common Stock.

(a) Upon termination under any circumstances of an Applicable Employee’s employment with, service to, or engagement by, the Company or any of its Affiliate, the Company shall have the right, but not the obligation, to purchase, from time to time, any or all of the Common Stock held by such Applicable Employee and/or his or her Family Affiliates and Beneficiaries (including, as provided herein, following the exercise of any Option) by delivering written notice (the “Repurchase Notice”) to such Applicable Employee within sixty (60) calendar days after the date of such termination of employment, service or engagement, as applicable (or, if such Common Stock is acquired upon the exercise, conversion or exchange of an Option, subject to the proviso set forth below in this Section 2.6(a) within sixty (60) calendar days after the last date such Option may be exercised, converted or exchanged in accordance with its terms), at the purchase price determined in accordance with Section 2.6(b), Section 2.6(c) or Section 2.6(d), as applicable; provided, however, that if any such share of Common Stock has been held by such Applicable Employee, Family Affiliate or Beneficiary, as the case may be, for six (6) months or less at any time the Company is entitled to exercise its right to purchase such share of Common Stock under this Section 2.6(a) but for this proviso, the Company may exercise such right to purchase such share of Common Stock within (but only within) sixty (60) calendar days after such share of Common Stock has first been held by such Applicable Employee, Family Affiliate or Beneficiary for greater than six (6) months; provided, further, that in no event shall this Section 2.6 apply to any Rollover Shares purchased by any director of the Company or any of its Affiliates who, at the time of such purchase, is also neither an employee of the Company or any of its Affiliates nor a managing director or employee of the H&F Investors or any of their Affiliates.

(b) Subject to Section 2.6(d), if such termination of the Applicable Employee’s employment, service or engagement, as applicable, is under circumstances other than as described in Section 2.6(c), the purchase price to be paid by the Company for any shares of Common Stock to be purchased by the Company pursuant to Section 2.6(a) shall be the fair market value of such shares of Option Stock as of the date the Company purchases such shares in accordance with Section 2.6(a), as determined in good faith by the compensation committee of the Board (without discount for lack of marketability or minority interest), based upon a customary appraisal prepared by an independent appraisal company, or such other reasonable valuation method as such committee shall select and apply as of the given date.

19

(c) If such termination of the Applicable Employee’s employment is by the Company or an Affiliate thereof for Cause or by the Applicable Employee resigning his or her employment with, service to, or engagement by, the Company or an Affiliate thereof for any reason, the purchase price to be paid by the Company for any shares of Common Stock to be purchased by the Company pursuant to Section 2.6(a) shall be the lesser of: (A) the fair market value (as determined by the compensation committee of the Board in accordance with Section 2.6(b)) of such shares of Common Stock as of the date the Company purchases such shares in accordance with this Section 2.6(a) and (B) the purchase price paid for such shares of Common Stock.

(d) Notwithstanding Section 2.6(b) and Section 2.6(c), the purchase price to be paid by the Company for any shares of Common Stock to be purchased by the Company pursuant to Section 2.6(a) that are Rollover Shares shall be the fair market value (as determined by the compensation committee of the Board in accordance with Section 2.6(b)) of such shares of Common Stock as of the date the Company purchases such shares in accordance with this Section 2.6(a).

(e) If the Company shall elect to exercise its right to purchase any share of Common Stock under Section 2.6(a), the closing of such purchase by the Company shall take place no later than forty-five (45) days after the exercise of such right, which time (i) in the case of the death of the Applicable Employee may be extended to provide for probate of such Applicable Employee’s estate and (ii) may be extended in the circumstances set forth in the last sentence of this Section 2.6(e). On the date scheduled for such closing, the price for the shares of Common Stock to be purchased by the Company, determined in accordance with Section 2.6(b), Section 2.6(c) and/or Section 2.6(d), as applicable, shall be paid by the Company by check or checks to the record holder of such shares against delivery of a certificate or certificates representing the purchased shares in proper form for transfer. Notwithstanding the immediately preceding sentence to the contrary, the Company may pay such price for the shares of Common Stock to be purchased by the Company, in whole or in part, by offsetting amounts outstanding under any indebtedness or obligations owed by the Applicable Employee and/or any of his or her Family Affiliates or Beneficiaries to the Company or any Affiliate thereof. In connection with such closing, such record holder shall warrant in writing to the Company good and marketable title to such shares of Common Stock, free and clear of all claims, liens, charges, encumbrances and security interests of any nature whatsoever except those under this Agreement. Notwithstanding anything to the contrary contained herein, all repurchases of Common Stock by the Company will be subject to applicable restrictions contained under Delaware law and in the Company’s and any Affiliate’s debt and equity financing agreements. If any such restrictions prohibit the Company’s purchase of shares of Common Stock pursuant to Section 2.6(a) which the Company is otherwise entitled to make, the Company may make such purchases as soon as it is permitted to do so under such restrictions, and all restrictions on the transfer of Common Stock in effect on the date such Company purchase right arose shall remain in effect until fifteen (15) days after the end of the period in which the Company is permitted to make such purchases.

20

(f) If, at any time prior to the date on which the Company’s purchase right with respect to any shares of Common Stock pursuant to Section 2.6(a) terminates, the Company shall determine not to exercise such purchase right with respect to such shares of Common Stock, then the Company shall promptly notify the H&F Investors of such determination. In such event, the H&F Investors shall have the right to exercise such purchase right pursuant to the terms and conditions of this Section 2.6 in the same manner as the Company.

Section 2.7. Certain Transfers after an Initial Public Offering.

(a) After the consummation of an initial Public Offering, in the event that any of the H&F Investors makes an In-Kind Distribution or a Transfer of Equity Securities pursuant to Rule 144 (or any similar or analogous rule) promulgated under the Securities Act (each such Transfer, a “Post-IPO Release Event”), then each of the Non-H&F Stockholders will be entitled to Transfer to any Person at any time after the completion of such Post-IPO Release Event a number of Equity Securities held by such Non-H&F Stockholder (including any Equity Securities that may be issued upon exercise of a vested Stock Option) equal to the product of the following: (x) the number of Equity Securities held by such Non-H&F Stockholder immediately prior to such Post-IPO Release Event multiplied by (y) a fraction, the numerator of which is the aggregate number of Equity Securities Transferred by the H&F Investors in such Post-IPO Release Event and the denominator of which equals the aggregate number of Equity Securities held by the H&F Investors immediately prior to such Post-IPO Release Event.

Section 2.8. Termination of this Article II. Except for Section 2.5 and Section 2.6, this Article II shall terminate and be of no further force or effect on the one-year anniversary of the consummation of an initial Public Offering. Section 2.5 and Section 2.6 shall terminate and be of no further force or effect upon the consummation of an initial Public Offering.

ARTICLE III

REGISTRATION RIGHTS

Section 3.1. Required Registration.

(a) Required Registration. At any time after the occurrence of the initial Public Offering of the Company, the H&F Investors shall have the right to require (a “Demand Request”) the Company to register under the Securities Act all or a portion of such number of Registrable Securities as such Stockholders shall designate for sale in a written request to the Company (each, a “Required Registration”) and such request shall specify the amount and intended method of disposition thereof, which may include, among other things, a shelf registration statement pursuant to Rule 415 (or its successor provision) of the Securities Act (a “Shelf Registration”).

21

(b) Piggyback Rights. Upon receipt by the Company of a Demand Request or a request for a Shelf Take-Down that will include a Marketed Underwritten Offering (a “Marketed Underwritten Take-Down”), the Company shall deliver a written notice (a “Demand Notice”) to each of the other Stockholders stating that the Company intends to comply with such Demand Request or request for such a Shelf Take-Down and informing each such Stockholder of its right to include Registrable Securities in such Required Registration or such Shelf Take-Down. Within five (5) Business Days after receipt of such Demand Notice or request for such a Shelf Take-Down, each such other Stockholder shall have the right to request in writing that the Company include all or a specific portion of the Registrable Securities held by such other Stockholder in such Required Registration or such Shelf Take-Down.

(c) Postponement. The Company may postpone any Required Registration for a reasonable period of time, not to exceed ninety (90) days once in every twelve (12) month period, if the Board determines in good faith that such Required Registration would (i) require the disclosure of a material transaction or other matter and such disclosure would be disadvantageous to the Company or (ii) adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction.

(d) Time for Filing and Effectiveness. As promptly as practicable after a Demand Request but in no event later than the date which is thirty (30) days after such Demand Request, the Company shall file with the SEC the Required Registration with respect to all Registrable Securities to be so registered (which shall be designated by the Company as an Automatic Shelf Registration if the Company is a Well-Known Seasoned Issuer at the time of filing such Shelf Registration with the SEC), and shall use its reasonable efforts to cause such Required Registration to become effective as promptly as practicable after the filing thereof, but in no event later than the day which is ninety (90) days after the date of the Demand Request. The Company will use its reasonable best efforts to keep any Required Registration filed pursuant to this Section 3.1 effective for the period beginning on the date on which the Required Registration is declared effective and ending on the earlier of (i) the date of full distribution of the Registrable Securities included in such Required Registration and (ii) (x) in the case of a Shelf Registration, such shorter period as the H&F Investors may agree in writing or (y) in the case of any other Required Registration, the date that is one hundred eighty (180) days from the date of first effectiveness.

(e) Selection of Underwriters. In the event (i) that the Registrable Securities to be registered pursuant to a Required Registration are to be disposed of in an underwritten Public Offering or (ii) any Underwritten Shelf Take-Down, the underwriters of such Public Offering or Underwritten Shelf Take-Down shall be one or more underwriting firms of nationally recognized standing selected by the H&F Investors.

(f) Priority on Required Registrations. In the event that, in the case of any Required Registration or Marketed Underwritten Take-Down, the managing underwriter for the Public Offering or Marketed Underwritten Take-Down contemplated by Section 3.1(e) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting a sale) that, in such underwriter’s opinion, the amount of securities requested to be included in such Required Registration or Marketed Underwritten Take-Down would adversely affect the Public Offering and sale (including pricing) of such Registrable Securities, then the Registrable Securities that shall be included in the Required Registration or Marketed Underwritten Take-Down shall be reduced to the extent necessary to avoid such adverse affect and each Stockholder (including the H&F Investors) that requested to include Registrable Securities in such Required Registration or Marketed Underwritten Take-Down shall be entitled to include its pro rata share of such Registrable

22

Securities, based upon the number of Registrable Securities requested to be included by such Stockholders in such Required Registration or Marketed Underwritten Take-Down; provided, however, that if such managing underwriter shall advise the Company that, in such underwriter’s opinion, the inclusion of Registrable Securities held by Management Stockholders would adversely affect the offering and sale (including pricing) of such securities, then the number of Registrable Securities held by such Management Stockholders to be included in such Public Offering may be disproportionately reduced to avoid such adverse result. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of any other Persons) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited.

(g) Shelf Take-Downs. Any of the H&F Investors whose Registrable Securities have been registered pursuant to a Shelf Registration may initiate an offering or sale of Registrable Securities pursuant to such Shelf Registration (each, a “Shelf Take-Down”) and, except as set forth in this Section 3.1 with respect to Marketed Underwritten Take-Downs, such H&F Investor shall not be required to permit the offer and sale of Registrable Securities by any other Stockholder in connection with such Shelf Take-Down. If the initiating H&F Investors so elect by written request to the Company, a Shelf Take-Down may be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), and the Company shall, if so requested, file and effect an amendment or supplement of the Shelf Registration for such purpose as soon as practicable. Only the H&F Investors shall have the right to initiate an Underwritten Shelf Take-Down, and any such Underwritten Shelf Take-Down that is a Marketed Underwritten Take-Down shall be deemed to be a registration pursuant to this Section 3.1 and the Company shall provide notice to the other Stockholders of such registration in accordance with the provisions of Section 2.5(b).

(h) Suspension of Shelf Registrations. The Company may suspend the sale of Registrable Securities pursuant to any Shelf Registration for a reasonable period of time, not to exceed ninety (90) days once in every twelve (12) month period, if the Board determines in good faith that sales of Registrable Securities pursuant to such Shelf Registration would (i) require the disclosure of a material transaction or other matter and such disclosure would be disadvantageous to the Company or (ii) adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction. Each Stockholder shall keep confidential the fact that such suspension is in effect for the permitted duration of such suspension or until otherwise notified by the Company, except (A) for disclosure to such Stockholder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Applicable Law. In the case of a Shelf Suspension, the Stockholders agree to suspend use of the applicable prospectus for the permitted duration of such suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notification referred to above. The Company shall immediately notify the Stockholders upon the termination of any such suspension, and shall amend or supplement the prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the suspension and furnish to the Stockholders such numbers of copies of the prospectus as so amended or supplemented as the Stockholders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration if required by the registration form used by the Company for the Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or as may reasonably be requested by the H&F Investors.

23

Section 3.2. Incidental Registration.

(a) Filing of Registration Statement. If the Company at any time proposes to register, for its own account or the account of another Person, any of its securities (an “Incidental Registration”) under the Securities Act (other than (1) in a registration relating solely to employee benefit plans, (2) a registration statement on Form S-4 or S-8 (or such other similar successor forms then in effect under the Securities Act), (3) a registration pursuant to which the Company is offering to exchange its own securities for other securities, (4) a registration statement relating solely to dividend reinvestment or similar plans, (5) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its Subsidiary that are convertible for Registrable Securities and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provision) of the Securities Act may resell such notes and sell the Registrable Securities into which such notes may be converted or (6) a registration pursuant to Section 3.1 hereof), for sale to the public in a Public Offering, it will at each such time give prompt written notice to all Stockholders of its intention to do so, which notice shall be given at least ten (10) Business Days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder to include Registrable Securities held by it under such registration statement (which request shall (i) be made within five (5) Business Days after the receipt of any such notice, and (ii) specify the Registrable Securities intended to be included by such holder), the Company will use its reasonable efforts to effect the registration of all Registrable Securities that the Company has been so requested to register by such Stockholder; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate such registration statement and not to register such securities, the Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registration.

(b) Selection of Underwriters. Notice of the Company’s intention to register such securities shall designate the proposed underwriters of such Public Offering and shall contain the Company’s agreement to use its reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities that the Company has been so requested to sell pursuant to this Section 3.2, it being understood that the holders of Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities.

24

(c) Priority on Incidental Registrations. If the managing underwriter for the Public Offering contemplated by this Section 3.2 shall advise the Company in writing that, in such underwriter’s opinion, the number of securities requested to be included in such Incidental Registration would adversely affect the Public Offering and sale (including pricing) of such securities the Company shall include in such Incidental Registration the number of securities that the Company is so advised should be sold in such Public Offering, in the following amounts and order of priority:

(i) first, securities proposed to be sold by the Company for its own account;

(ii) second, the Registrable Securities requested to be registered by Stockholders (including the H&F Investors) pro rata among such Stockholders on the basis of the number of Registrable Securities requested to be sold by such Stockholders pursuant to this Section 3.2; provided, however, that if such managing underwriter shall advise the Company that, in such underwriter’s opinion, the inclusion of Registrable Securities held by Management Stockholders would adversely affect the offering and sale (including pricing) of such securities, then the number of Registrable Securities held by such Management Stockholders to be included in such Public Offering may be disproportionately reduced to avoid such adverse result; and

(iii) third, all other Registrable Securities and securities proposed to be sold for the account of any other Person.

Section 3.3. Registration Procedures. The Company will use its reasonable efforts to effect each Required Registration pursuant to Section 3.1 and each Incidental Registration pursuant to Section 3.2, and to cooperate with the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as possible, and the Company will as expeditiously as possible:

(a) subject, in the case of an Incidental Registration, to the proviso to Section 3.2(a), prepare and file with the SEC the registration statement and use its reasonable efforts to cause the Registration to become effective; provided, however, that, to the extent practicable, the Company will furnish to the holders of the Registrable Securities covered by such registration statement and their counsel, copies of all such documents proposed to be filed and any such holder shall have the opportunity to comment on any information pertaining solely to such holder and its plan of distribution that is contained therein and the Company shall make the corrections reasonably requested by such holder with respect to such information prior to filing any such registration statement or amendment;

(b) subject, in the case of an Incidental Registration, to the proviso to Section 3.2(a), prepare and file with the SEC such amendments and post-effective amendments to any registration statement and any prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement and cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act;

25

(c) furnish, upon request, to each holder of Registrable Securities to be included in such Registration and the underwriter or underwriters, if any, without charge, at least one signed copy of the registration statement and any post-effective amendment thereto, and such number of conformed copies thereof and such number of copies of the prospectus (including each preliminary prospectus and each prospectus filed under Rule 424 under the Securities Act), any amendments or supplements thereto and any documents incorporated by reference therein, as such holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities being sold by such holder (it being understood that the Company consents to the use of the prospectus and any amendment or supplement thereto by each holder of Registrable Securities covered by such registration statement and the underwriter or underwriters, if any, in connection with the Public Offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto);

(d) notify each holder of the Registrable Securities to be included in such Registration and the underwriter or underwriters, if any:

(i) of any stop order or other order suspending the effectiveness of any registration statement, issued or threatened by the SEC in connection therewith, and take all reasonable actions required to prevent the entry of such stop order or to remove it or obtain withdrawal of it at the earliest possible moment if entered;

(ii) when such registration statement or any prospectus used in connection therewith, or any amendment or supplement thereto, has been filed and, with respect to such registration statement or any post-effective amendment thereto, when the same has become effective;

(iii) of any written request by the SEC for amendments or supplements to such registration statement or prospectus; and

(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction;

(e) if requested by the managing underwriter or underwriters or any holder of Registrable Securities to be included in such Registration in connection with any sale pursuant to a registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information relating to such underwriting as the managing underwriter or underwriters or such holder reasonably requests to be included therein; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;

26

(f) on or prior to the date on which a Registration is declared effective, use its reasonable efforts to register or qualify, and cooperate with the holders of Registrable Securities to be included in such Registration, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of the Registrable Securities covered by such Registration for offer and sale under the securities or “blue sky” laws of each state and other jurisdiction of the United States as any such holder or underwriter reasonably requests in writing; use its reasonable efforts to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be kept effective; and do any and all other acts or things necessary or advisable to enable the disposition of the Registrable Securities in all such jurisdictions reasonably requested covered by such Registration; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;

(g) in connection with any sale pursuant to a Registration, cooperate with the holders of Registrable Securities to be included in such Registration and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under such Registration, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such holders may request;

(h) use its reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities within the United States and having jurisdiction over the Company or any Subsidiary as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such securities;

(i) use its reasonable efforts to obtain:

(A) at the time of effectiveness of each Registration, a “comfort letter” from the Company’s independent certified public accountants covering such matters of the type customarily covered by “cold comfort letters” as the holders of a majority of the Registrable Securities to be included in such Registration and the underwriters reasonably request; and

27

(B) at the time of any underwritten sale pursuant to the registration statement, a “bring-down comfort letter,” dated as of the date of such sale, from the Company’s independent certified public accountants covering such matters of the type customarily covered by comfort letters as the Requisite Holders and the underwriters reasonably request;

(j) use its reasonable efforts to obtain, at the time of effectiveness of each Registration and at the time of any sale pursuant to each Registration, an opinion or opinions addressed to the holders of the Registrable Securities to be included in such Registration and the underwriter or underwriters, if any, in customary form and scope from counsel for the Company;

(k) notify each seller of Registrable Securities covered by such Registration, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly prepare and file with the SEC and furnish to such seller or holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers or prospective purchasers of such securities, such prospectus shall not include 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 not misleading in the light of the circumstances under which they are made;

(l) otherwise comply with all applicable rules and regulations of the SEC, and make generally available to its security holders (as contemplated by Section 11(a) under the Securities Act) an earnings statement satisfying the provisions of Rule 158 under the Securities Act no later than ninety (90) days after the end of the twelve (12) month period beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the registration statement, which statement shall cover said twelve (12) month period;

(m) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by each Registration from and after a date not later than the effective date of such Registration;

(n) use its reasonable efforts to cause all Registrable Securities covered by each Registration to be listed subject to notice of issuance, prior to the date of first sale of such Registrable Securities pursuant to such Registration, on each securities exchange on which the Common Stock are then listed, and admitted to trading on NASDAQ, if the Common Stock or any such other securities of the Company are then admitted to trading on NASDAQ;

(o) use reasonable best efforts to make available the executive officers of the Company and its Subsidiaries to participate and to cooperate with the holders of Registrable Securities and any underwriters in any “road shows” or other selling efforts that may be reasonably be requested upon reasonable notice thereof by the Stockholders in connection with a firm commitment underwritten offering for the Registrable Securities with respect to a Required Registration (an underwritten offering contemplated by this 3.3(o), a “Marketed Underwritten Offering”); and

28

(p) enter into such agreements (including underwriting agreements in customary form) and take such other actions as the Requisite Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities.

The Company may require each holder of Registrable Securities that will be included in such Registration to furnish the Company with such information in respect of such holder of its Registrable Securities that will be included in such Registration as the Company may reasonably request in writing and as is required by Applicable Law.

Section 3.4. Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act, the Company shall give the holders of such Registrable Securities so registered, their underwriters, if any, and their respective counsel and accountants access to its books and records and an opportunity to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders’ or such underwriters’ to conduct a reasonable investigation within the meaning of Section 11(b)(3) of the Securities Act.

Section 3.5. Rights of Requesting Holders. Each holder of Registrable Securities to be included in a Registration which makes a written request therefor in Section 3.1 or 3.2, as the case may be, shall have the right to receive within thirty (30) days of receipt by the Company of such request copies of the information, notices and other documents described in Section 3.3(l) and Section 3.3(p).

Section 3.6. Registration Expenses. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities, including, without limitation, any such registration in which the Company does not sell any securities for its own account.

Section 3.7. Indemnification; Contribution.

(a) The Company shall indemnify, to the fullest extent permitted by Applicable Law, each holder of Registrable Securities, its officers, directors, partners, employees and agents, if any, and each Person, if any, who controls such holder within the meaning of Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Company of the provisions of the Securities Act or any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case

29

of any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder furnished in writing to the Company by such holder expressly for use therein. If the Public Offering pursuant to any registration statement provided for under this Article III is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. If the Public Offering pursuant to any registration statement provided for under this Article III is made through underwriters, the Company agrees to enter into an underwriting agreement in customary form with such underwriters and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus.

(b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by Applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. It is understood and agreed that the indemnification obligations of each holder of Registrable Securities pursuant to any underwriting agreement entered into in connection with any such registration statement shall be limited to the obligations contained in this Section 3.7(b).

30

(c) Any Person entitled to indemnification under the provisions of this Section 3.7 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties in respect to such claim.

(d) If for any reason the foregoing indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by Applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute any amount in excess of the amount such holder would have been required to pay to an indemnified party if the indemnity under Section 3.7(b) was available. 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. The obligation of any Person to contribute pursuant to this Section 3.7 shall be several and not joint.

(e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.7 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable.

(f) The indemnity and contribution agreements contained in this Section 3.7 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reason.

31

Section 3.8. Holdback Agreements; Registration Rights to Others. In the event and to the extent requested by the managing underwriter with respect to the initial Public Offering of the Company (or, if the Registrable Securities are being disposed of in any other underwritten Public Offering, if requested by the managing underwriter thereof and the H&F Investors have consented in writing to the application of this Section 3.8 to such underwritten Public Offering), each Stockholder agrees not to sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any securities of the Company, other than those Registrable Securities included in such Registration pursuant to Section 3.1(a), 3.1(b) or 3.2(a) for the thirty (30) days prior to and the one hundred eighty days (180) days (or ninety (90) days in the case of any other Public Offering of the Company), subject to any customary “booster shot” extensions, after the effectiveness of the registration statement pursuant to which such Public Offering shall be made (or such shorter period of time as is sufficient and appropriate, in the opinion of the managing underwriter or, as the case may be, the Company in order to complete the sale and distribution of the securities included in such Public Offering; provided that in no event shall such shorter period of time with respect to any Stockholder be shorter than any such period for any other Stockholder). Each Stockholder agrees that it shall deliver to the underwriter or underwriters of any Public Offering to which this Section 3.8 is applicable a customary agreement reflecting its agreement set forth in this Section 3.8.

Section 3.9. Availability of Information. Following the Company’s initial Public Offering, the Company shall comply with the reporting requirements of Sections 13 and 15(d) of the Exchange Act and will comply with all other public information reporting requirements of the SEC as from time to time in effect, and cooperate with Stockholders who are holders of Registrable Securities, so as to permit disposition of the Registrable Securities pursuant to an exemption from the Securities Act for the sale of any Registrable Securities (including, without limitation, the current public information requirements of Rule 144(c) and Rule 144A under the Securities Act). The Company shall also cooperate with each Stockholder who is a holder of any Registrable Securities in supplying such information as may be necessary for such holder to complete and file any information reporting forms presently or hereafter required by the SEC as a condition to the availability of an exemption from the Securities Act for the sale of any Registrable Securities.

Section 3.10. Additional Registration Rights. Nothing contained in this Agreement shall prevent the Company from granting additional registration rights to any Person if approved by the H&F Investors.

ARTICLE IV

GOVERNANCE AND STOCKHOLDER MATTERS

Section 4.1. Board of Directors and Certain Other Governance Matters Prior to an Initial Public Offering.

(a) Prior to the consummation of an initial Public Offering, each Stockholder agrees to vote, at any time and from time to time, all of the Voting Stock held by such Stockholder and all other Voting Stock over which he, she or it has voting control and shall take all other necessary or desirable action within his, her or its control (whether in his, her or its capacity as a stockholder, director or officer of the Company or otherwise), and the Company shall take all necessary or desirable action within its control, in order to elect and maintain a six (6) member Board (or such lesser or greater number of members as shall be established from time to time pursuant to the Bylaws), which shall include: (i) unless otherwise determined in writing by the H&F Investors, the chief executive officer of Associated and (ii) such other Directors as shall be designated from time to time by the H&F Investors (with at least one of such Directors being designated by H&F VI for so long as H&F VI owns any Equity Securities or Options).

32

(b) In the event that any Director designated by the H&F Investors pursuant to this Section 4.1 for any reason ceases to serve as a Director during his or her term of office, the resulting vacancy on the Board shall be filled by a Director promptly designated by the H&F Investors.

(c) The removal of any Director designated pursuant to this Section 4.1 may be only at the written request of the Person who designated such Director and shall be effective upon the Company’s receipt of such written request. The Stockholders shall take all steps necessary to implement any such removal in accordance with the terms of this Agreement.

(d) In order to effectuate the provisions of this Agreement (including, without limitation, the provisions set forth in Sections 4.1(a) through (c) hereof), and in connection with any matter put to a vote of the Stockholders under this Agreement or Applicable Law (but subject to the provisions of Section 5.14), prior to the consummation of an initial Public Offering, each Non-H&F Stockholder hereby grants to the H&F Investors, an irrevocable proxy (which proxy is coupled with an interest) to vote at any annual or special meeting of stockholders, or to take action by written consent in lieu of such meeting, with respect to all of the shares of Capital Stock or other voting or non-voting securities of the Company owned or held of record by such Non-H&F Stockholder, as determined by the H&F Investors, with respect to (A) the election of Directors designated in accordance with this Section 4.1, (B) the removal of Directors in accordance with this Section 4.1, (C) the election of a Director to fill any vacancy on the Board in accordance with this Section 4.1, (D) amending the certificate of incorporation of the Company but, excluding changes that would disproportionately and adversely affect the rights of the Management Stockholders as compared to the H&F Investor and (E) the taking of any other action by the Stockholders under this Agreement or approving or voting on any matter in accordance with Applicable Law (but subject to the provisions of Section 5.14); provided, that in exercising such proxy, the H&F Investors shall not agree to waive or amend any rights of such Non-H&F Stockholder under this Agreement. The H&F Investors shall use their commercially reasonable efforts to provide each Non-H&F Stockholder with written prior notice of any exercise of the proxy granted pursuant to this Section 4.1(d); provided, however, that failure to provide such written prior notice shall not affect the exercise of such proxy by the H&F Investors.

(e) The Company shall cause the boards of directors of each of Holdings and Associated to have the exact composition as provided for in this Section 4.1, and for such boards to be subject to the same rules and operating procedures as set forth in this Section 4.1, mutatis mutandis.

33

(f) Without the prior written consent of the H&F Investors, prior to an initial Public Offering, the Company shall not issue any options or other equity grants or awards under the Company Plan or any employee equity program unless such options, grants or other awards, and any resulting Equity Interests, are subject to the terms and provisions of this Agreement.

(g) This Section 4.1 shall terminate and be of no further force or effect upon the consummation of the initial Public Offering of the Company.

Section 4.2. Board of Directors and Certain Other Governance Matters After an Initial Public Offering.

(a) After the consummation of an initial Public Offering, to the extent permitted by Applicable Law and the rules of the principal stock exchange or inter-dealer quotation system on which the Common Stock is then traded or listed, in connection with each election of Directors, the H&F Investors shall have the right to nominate a number of individuals for election to the Board equal to the product of the following (such individuals, the “H&F Nominees”) (with at least one of such nominees initially being nominated by H&F VI if it shall continue to be a Stockholder at such time): (i) the percentage of the outstanding Equity Securities beneficially owned by the H&F Investors, taken together, and (ii) the number of directors then on the Board; provided, however that such product shall be rounded up to the nearest whole number.

(b) For so long as the H&F Investors have the right to nominate H&F Nominees for election pursuant to Section 4.2(a), in connection with each election of Directors, the Company shall nominate such H&F Nominees for election as a Director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of Directors, and shall provide the highest level of support for the election of such H&F Nominees as it provides to any other individual standing for election as a Director of the Company as part of the Company’s slate of Directors. Each Stockholder other than the H&F Investors shall vote all of its, his or her Voting Stock in favor of each H&F Nominee nominated in accordance therewith, except to the extent the H&F Investors may otherwise consent in writing.

(c) In the event that an H&F Nominee shall cease to serve as a Director for any reason (other than the failure of the stockholders of the Company to elect such individual as a director), the H&F Investors shall have the right to appoint another H&F Nominee to fill the vacancy resulting therefrom. For the avoidance of doubt, it is understood that the failure of the stockholders of the Company to elect any H&F Nominee shall not affect the right of the H&F Investors to designate any H&F Nominee for election pursuant to Section 4.2(a) in connection with any future election of Directors.

(d) After the consummation of the initial Public Offering, each committee and subcommittee of the Company shall include a Director nominated by the H&F Investors unless otherwise agreed in writing by the H&F Investors; provided, that, the Board shall, only to the extent necessary to comply with Applicable Law and the rules of any stock exchange on which the Common Stock is listed, modify the composition of such committee or subcommittee to the extent required to comply with Applicable Law and the rules of any such stock exchange.

34

Section 4.3. VCOC Stockholders.

(a) With respect to each H&F Investor and, at the request of any H&F Investor, each Affiliate thereof that directly or indirectly has an interest in the Company, in each case that is intended to qualify as a “venture capital operating company” as defined in the Plan Asset Regulations (each, a “VCOC Stockholder”), for so long as the VCOC Stockholder, directly or through one or more conduit subsidiaries, continues to hold any Equity Interests, in each case, without limitation or prejudice of any the rights provided to any of the H&F Investors hereunder, the Company shall, with respect to each such VCOC Stockholder:

(i) Provide such VCOC Stockholder or its designated representative with the following:

(A) the right to visit and inspect any of the offices and properties of the Company and its Subsidiaries and inspect and copy the books and records of the Company and its Subsidiaries, at such times as the VCOC Stockholder shall reasonably request;

(B) as soon as available and in any event within thirty (30) days after the end of each monthly fiscal period of the Company, consolidated balance sheets of the Company and its Subsidiaries as of the end of such period, and consolidated statements of income and cash flows of the Company and its Subsidiaries for the period then ended, in each case prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, except as otherwise noted therein, and subject to the absence of footnotes and to year-end adjustments;

(C) as soon as available and in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, consolidated balance sheets of the Company and its Subsidiaries as of the end of such period, and consolidated statements of income and cash flows of the Company and its Subsidiaries for the period then ended, in each case prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, except as otherwise noted therein, and subject to the absence of footnotes and to year-end adjustments;

(D) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such year, and consolidated statements of income and cash flows of the Company and its Subsidiaries for the year then ended prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, except as otherwise noted therein, together with an auditor’s report thereon of a firm of established national reputation;

35

(E) as soon as available, the annual budget and such other financial and business information regarding the Company and its Subsidiaries as such VCOC Stockholder shall reasonably request from time to time;

(F) to the extent the Company or any of its Subsidiaries is required by Applicable Law or pursuant to the terms of any outstanding indebtedness of the Company or such Subsidiary to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act, actually prepared by the Company or such Subsidiary as soon as available; and

(G) copies of all materials provided to the Board at substantially the same time as provided to the members of the Board and, if requested copies of the materials provided to the board of directors (or equivalent governing body) of any Subsidiary of the Company, provided, that the Company or such Subsidiary shall be entitled to exclude portions of such materials to the extent providing such portions would be reasonably likely to result in the waiver of attorney-client privilege.

(ii) Make appropriate officers of the Company and its Subsidiaries and members of the Board available periodically and at such times as reasonably requested by such VCOC Stockholder for consultation with such VCOC Stockholder or its designated representative with respect to matters relating to the business and affairs of the Company and its Subsidiaries, including significant changes in management personnel and compensation of employees, introduction of new products or new lines of business, important acquisitions or dispositions of plants and equipment, significant research and development programs, the purchasing or selling of important trademarks, licenses or concessions or the proposed commencement or compromise of significant litigation;

(iii) Give such VCOC Stockholder, if such VCOC Stockholder does not at such time have the right to designate one or more Directors pursuant to Section 4.1 above or a nominee of such VCOC Stockholder has not been elected pursuant to Section 4.2 above, the right to designate one (1) non-voting board observer who will be entitled to attend all meetings of the Board and participate in all deliberations of the Board, provided that such observer shall have no voting rights with respect to actions taken or elected not to be taken by the Board, and provided, further, that the Company shall be entitled to exclude such observer from such portions of a Board meeting to the extent such observer’s presence would be reasonably likely to result in the waiver of attorney-client privilege or to the extent the removal of such observer is required under Applicable Law or the rules of any stock exchange applicable to the Company;

36

(iv) To the extent consistent with Applicable Law (and with respect to events which require public disclosure, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise), inform the VCOC Stockholder or its designated representative in advance with respect to any significant corporate actions, including extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its Subsidiaries, and to provide the VCOC Stockholder or its designated representative with the right to consult with the Company and its subsidiaries with respect to such actions; and

(v) Provide such VCOC Stockholder or its designated representative with such other rights of consultation which such VCOC Stockholder’s counsel may determine to be reasonably necessary under applicable legal authorities promulgated after the date hereof to qualify its investment in the Company as a “venture capital investment” for purposes of the Plan Assets Regulation.

(b) The Company agrees to consider, in good faith, the recommendations of each VCOC Stockholder or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company.

Section 4.4. Other Matters.

(a) The Company, Holdings and Associated shall reimburse each of the respective members of its board of directors pursuant hereto who are not employees of the Company for their travel and out-of-pocket expenses incurred in connection with their serving on such board. Employees of the Company, Holdings and Associated who incur expenses in connection with their attendance of meetings of the board of directors of such entity in the performance of their duties shall also be reimbursed in accordance with the Company’s usual expense reimbursement policies.

(b) The Company, Holdings and Associated shall obtain customary director and officer indemnity insurance on commercially reasonable terms as determined by the Board and that is reasonably acceptable to the H&F Investors.

37

(c) At or promptly after the Closing, the Company will pay directly or reimburse, or cause to be paid directly or reimbursed, the H&F Investors and their respective Affiliates for their reasonable out-of-pocket expenses incurred in connection with the transactions contemplated by the Merger Agreement and the debt and equity financing in connection therewith. After the Closing, the Company will pay directly or reimburse, or cause to be paid directly or reimbursed, the H&F Investors and each of their respective Affiliates the actual and reasonable out-of-pocket costs and expenses incurred by the H&F Investors and their respective Affiliates in connection with the monitoring of their investment in the Company, including (a) fees and actual and reasonable out-of-pocket disbursements of any independent professionals and organizations, including independent accountants, outside legal counsel or consultants retained by the H&F Investors or any of their Affiliates, (b) reasonable costs of any outside services or independent contractors such as financial printers, couriers, business publications, on-line financial services or similar services, retained or used by the H&F Investors or any of their respective Affiliates and (c) transportation, word processing expenses or any similar expense not associated with their or their Affiliates’ ordinary operations. All payments or reimbursement for such expenses pursuant to this Section 4.4(d) will be made by wire transfer in same-day funds to the bank account designated by the H&F Investors or their relevant Affiliate promptly upon or as soon as practicable following request for reimbursement; provided, however, that, such H&F Investor or Affiliate has provided the Company with such supporting documentation reasonably requested by the Company.

ARTICLE V

MISCELLANEOUS

Section 5.1. Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior arrangements or understandings (whether written or oral) with respect thereto.

Section 5.2. Captions; Rules of Interpretation. The Article and Section captions used herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule to, this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. The use of “or” is not intended to be exclusive unless expressly indicated otherwise. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement.

Section 5.3. Counterparts. For the convenience of the parties, any number of counterparts of this Agreement may be executed by the parties hereto and each such executed counterpart shall be deemed to be an original instrument.

Section 5.4. Severability. If any portion of this Agreement shall be declared void or unenforceable by any court or administrative body of competent jurisdiction, such portion shall be deemed severable from the remainder of this Agreement, which shall continue in all respects valid and enforceable.

38

Section 5.5. Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be validly given, made or served, if in writing and delivered by personal delivery, overnight courier or registered or certified mail, return-receipt requested and postage prepaid addressed as follows:

If to the Company, Holdings or Associated, to:

Associated Materials, LLC
3773 State Road
Cuyahoga Falls, Ohio 44223
Attention: Chief Financial Officer
Facsimile: (330) 922-2296

with copies (which shall not constitute notice) to:

c/o Hellman & Friedman LLC
One Maritime Plaza, 12^th Floor
San Francisco, California 94111
Attention: Erik Ragatz
                   Arrie Park
Facsimile: (415) 788-0176

and

Simpson Thacher & Bartlett LLP
2550 Hanover Street
Palo Alto, California 94304
Attention: Chad Skinner
Facsimile: (650) 251-5002

If to the H&F Investors, to:

c/o Hellman & Friedman LLC
One Maritime Plaza, 12^th Floor
San Francisco, California 94111
Attention: Erik Ragatz
                   Arrie Park
Facsimile: (415) 788-0176

with a copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP
2550 Hanover Street
Palo Alto, California 94304
Attention: Chad Skinner
Facsimile: (650) 251-5002

If to any of the Management Stockholders, to the address of such Management Stockholder set forth opposite the name of such Management Stockholder on Schedule I;

39

or, in each case, to such other address as any such party hereto may, from time to time, designate in writing to all other parties hereto, and any such communication shall be deemed to be given, made or served as of the date so delivered, in the case of any communication delivered by mail, as of the date so received, or if given by facsimile, on the day of transmittal thereof if given during the normal business hours of the recipient, and on the Business Day during which such normal business hours next occur if not given during such hours on any day.

Section 5.6. Successors and Assigns; Additional Stockholders.

(a) This Agreement shall be binding upon and inure to the benefit of the Company, the Stockholders and their respective successors and assigns. The rights of a Stockholder, a Management Stockholder or a H&F Investor under this Agreement may not be assigned or otherwise conveyed by any such Stockholder, Management Stockholder or H&F Investor, except in connection with a Transfer of Equity Securities which, until termination of Article II pursuant to Section 5.12, is in compliance with this Agreement.

(b) Additional parties may be added to and be bound by and receive the benefits afforded by this Agreement upon the signing and delivery of a counterpart of this Agreement by the Company and the acceptance thereof by such additional parties and, to the extent permitted by Section 5.15, amendments may be effected to this Agreement reflecting such rights and obligations, consistent with the terms of this Agreement, of such Stockholder as the H&F Investors and such Stockholder may agree. Promptly after signing and delivering such a counterpart of this Agreement, the Company will deliver a conformed copy thereof to all of the parties.

Section 5.7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO SUCH STATE’S CHOICE OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE.

Section 5.8. Submission to Jurisdiction.

(a) Each of the parties hereto hereby irrevocably acknowledges and consents that any legal action or proceeding brought with respect to any of the obligations arising under or relating to this Agreement may be brought in the courts of the State of Delaware or in the United States District Court for the District of Delaware and each of the parties hereto hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. Each party hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each party irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party, at its address for notices set forth in Section 5.5, such service to become effective ten (10) days after such mailing. Each party hereby irrevocably waives any objection to such service of process and further irrevocably

40

waives and agrees not to plead or claim in any action or proceeding commenced hereunder or under any other documents contemplated hereby that service of process was in any way invalid or ineffective. Subject to Section 5.8(b), the foregoing shall not limit the rights of any party to serve process in any other manner permitted by Applicable Law. The foregoing consents to jurisdiction shall not constitute general consents to service of process in the State of Delaware for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the respective parties to this Agreement.

(b) Each of the parties hereto hereby waives any right it may have under the laws of any jurisdiction to commence by publication any legal action or proceeding with respect to this Agreement. To the fullest extent permitted by Applicable Law, each of the parties hereto hereby irrevocably waives the objection which it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement in any of the courts referred to in Section 5.8(a) and hereby further irrevocably waives and agrees not to plead or claim that any such court is not a convenient forum for any such suit, action or proceeding

(c) The parties hereto agree that any judgment obtained by any party hereto or its successors or assigns in any action, suit or proceeding referred to above may, in the discretion of such party (or its successors or assigns), be enforced in any jurisdiction, to the extent permitted by Applicable Law.

Section 5.9. Remedies; Jury Trial.

(a) The parties hereto agree that the remedy at law for any breach of this Agreement may be inadequate and that should any dispute arise concerning the sale or disposition of any securities or the voting thereof or any other similar matter hereunder, this Agreement shall be enforceable in a court of equity by an injunction or a decree of specific performance. Such remedies shall, however, be cumulative and nonexclusive, and shall be in addition to any other remedies which the parties hereto may have hereunder.

(b) The parties hereto waive all right to trial by jury in any action or proceeding to enforce or defend any rights under this Agreement.

Section 5.10. Benefits Only to Parties. Nothing expressed by or mentioned in this Agreement is intended or shall be construed to give any Person, other than Persons indemnified pursuant to Section 3.7 and Section 5.11 (which Persons shall be express, intended third party beneficiaries of such Sections), the Affiliates of the H&F Investors pursuant to Section 4.4(d) (which Affiliates shall be express, intended third party beneficiaries of such Section) and the directors of the Company, Holdings and Associates (who shall be express, intended third party beneficiaries of Section 4.4(a) and Section 4.4(b)), the parties hereto and their respective successors or assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other Person.

41

Section 5.11. Indemnification of H&F Investors.

(a) The Company will indemnify, exonerate and hold the H&F Investors and each of their respective partners, stockholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents and each of the partners, stockholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration or claim arising directly or indirectly out of, or in any way relating to, (i) such H&F Investor’s or its Affiliates’ ownership of Equity Interests or other securities of the Company or such H&F Investor’s or its Affiliates’ control or ability to influence the Company or any of its Subsidiaries (other than any such Indemnified Liabilities to the extent such Indemnified Liabilities arise out of any breach of this Agreement by such Indemnitee or its Affiliates or other related Persons or the breach of any fiduciary or other duty or obligation of such Indemnitee to its direct or indirect equity holders, creditors or Affiliates or to the extent such control or the ability to control the Company or any of its Subsidiaries derives from such H&F Investor’s or its Affiliates’ capacity as an officer or director of the Company or any of its Subsidiaries) or (ii) the business, operations, properties, assets or other rights or liabilities of the Company or any of its Subsidiaries; provided, however that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under Applicable Law. For the purposes of this Section 5.11, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments shall be promptly repaid by such Indemnitee to the Company. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Applicable Law or under the certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its Subsidiaries.

(b) The Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause the Controlled Entities to, be fully and primarily responsible for the payment to the Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) the Delaware General Corporation Law, as amended, (ii) the Certificate of Incorporation, (iii) the Bylaws, (iv) any director indemnification agreement, (v) this Agreement, (vi) any other agreement between the Company or any Controlled Entity and the Indemnitee pursuant to which the Indemnitee is indemnified, (vii) the laws of the jurisdiction of incorporation or organization of any Controlled Entity and/or (viii) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any

42

Controlled Entity ((i) through (viii) collectively, the “Indemnification Sources”), irrespective of any right of recovery the Indemnitee may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company, any Controlled Entity or the insurer under and pursuant to an insurance policy of the Company or any Controlled Entity) from whom an Indemnitee may be entitled to indemnification with respect to which, in whole or in part, the Company or any Controlled Entity may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall the Company or any Controlled Entity be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery the Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or any Controlled Entity under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) the Company shall, and to the extent applicable shall cause the Controlled Entities to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by the Company and/or any Controlled Entity pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Indemnitee against the Company and/or any Controlled Entity, as applicable, and (z) Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Company and Indemnitee agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.11(b), entitled to enforce this Section 5.11(b) as though each such Indemnitee-Related Entity were a party to this Agreement. The Company shall cause each of the Controlled Entities to perform the terms and obligations of this Section 5.11 (b) as though each such Controlled Entity was a party to this Agreement. For purposes of this Section 5.11 (b), the term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which the Indemnitee shall be entitled to indemnification from both (1) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Indemnitee pursuant to which the Indemnitee is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

Section 5.12. Termination; Survival of Benefits. This Agreement shall terminate only (i) by written consent of the H&F Investors and the Management Stockholders, (ii) by written consent of the H&F Investors in connection with a Drag Along Event or (iii) upon the dissolution or liquidation of the Company; provided, however, that (a) Article V and (b) the rights and obligations of the Stockholders and the Company under Section 3.7, Section 4.4(c) and Section 5.11 shall survive any termination of this Agreement.

43

Section 5.13. Publicity. None of the parties hereto shall issue or cause to be issued any press release or make or cause to be made any other public statement or disclosure in each case relating to or connected with or arising out of this Agreement or the matters contained herein, without obtaining the prior written consent of parties mentioned in such press release or public disclosure or statement and the Company in advance to the contents and the manner of presentation and publication thereof. Notwithstanding the foregoing, each of the parties hereto may, in documents required to be filed by it with the SEC or other regulatory bodies, make such statements with respect to the transactions contemplated hereby as each may be advised by counsel is legally necessary or advisable, and may make such disclosure as it is advised by its counsel is required by Applicable Law.

Section 5.14. Confidentiality. Each of the parties hereto hereby agrees that throughout the term of this Agreement it shall keep (and shall cause its directors, officers, employees, representatives and outside advisors and its Affiliates to keep) all non-public information received as a Stockholder relating to the Company and its Subsidiaries (including any such information received prior to the date hereof) confidential except information which (a) becomes known to such Stockholder from a source, other than the Company and its Subsidiaries or any of their respective directors, officers, employees, representatives or outside advisors, which source is not obligated to the Company or any of its Subsidiaries to keep such information confidential or (b) becomes generally available to the public through no breach of this Agreement by any party hereto. Each of the parties hereto agrees that such non-public information shall be communicated only to those of its directors, officers, employees, representatives, outside advisors and Affiliates who need to know such non-public information and for the H&F Investors to their current and prospective investors, partners and members in a manner consistent with past practice, and, if requested, to rating agencies and, if required by Applicable Law, applicable regulatory authorities. Notwithstanding the foregoing, a party hereto may disclose non-public information if required to do so by a court of competent jurisdiction or by any governmental agency; provided, however, that if legally permissible prompt notice of such required disclosure shall be given to the Company and the H&F Investors prior to the making of such disclosure so that the Company and/or the H&F Investors may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the party hereto required to disclose the non-public information will disclose only that portion which such party is advised by opinion of counsel is legally required to be disclosed and will request that confidential treatment be accorded such portion of the non-public information.

Section 5.15. Amendments; Waivers. The failure of any party to seek redress for the violation of or to insist upon the strict performance of any term of this Agreement shall not constitute a waiver of such term and such party shall be entitled to enforce such term without regard to such forbearance. This Agreement may be amended, each party hereto may take any action herein prohibited or omit to take action herein required to be performed by it, and any breach of or compliance with any covenant, agreement, warranty or representation may be waived, only by the prior written consent or written waiver of the Company and the H&F Investors; provided, however, that (a) no amendment, modification or waiver shall adversely and disproportionately affect the rights of the Management Stockholders as compared to the H&F Investors without the Management Stockholders’ prior written consent and (b) any amendment, modification or waiver to Section 2.6 that is adverse to any Management Stockholder relative to any other Management Stockholder shall require the prior written consent of such Management Stockholder.

44

Section 5.16. Agreement Governs in Event of Conflict. In the event the provisions of this Agreement conflict with or are inconsistent with the provisions of the Certificate of Incorporation or the Bylaws, this Agreement shall govern to the extent permitted by Applicable Law.

Section 5.17. Consents, Approvals and Actions.

(a) If any consent, approval or action of the H&F Investors is required at any time pursuant to this Agreement, such consent, approval or action shall be deemed given if the holders of a majority of the outstanding shares of Common Stock held by the H&F Investors at such time provide such consent, approval or action in writing at such time.

(b) If any consent, approval or action of the Management Stockholders is required at any time pursuant to this Agreement, such consent, approval or action shall be deemed given if the beneficial owners of a majority of the shares of Common Stock beneficially owned by the Management Stockholders at such time provide such consent, approval or action in writing at such time.

*     *     *

45

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

CAREY INVESTMENT HOLDINGS CORP.
By:	/s/ Stephen E. Graham
	Name:	Stephen E. Graham
	Title:	Vice President—Chief Financial Officer, Treasurer and Secretary
CAREY INTERMEDIATE HOLDINGS CORP.
By:	/s/ Stephen E. Graham
	Name:	Stephen E. Graham
	Title:	Vice President—Chief Financial Officer, Treasurer and Secretary
ASSOCIATED MATERIALS, LLC
By:	/s/ Stephen E. Graham
	Name:	Stephen E. Graham
	Title:	Vice President—Chief Financial Officer, Treasurer and Secretary

[Stockholders Agreement Signature Page]

HELLMAN & FRIEDMAN CAPITAL PARTNERS VI, L.P.
By:	Hellman & Friedman Investors VI, L.P., its General Partner
By:	Hellman & Friedman LLC, its General Partner
By:	/s/ Erik D. Ragatz
	Name:	Erik Ragatz
	Title:	Managing Director
HELLMAN & FRIEDMAN CAPITAL PARTNERS VI (PARALLEL), L.P.
By:	Hellman & Friedman Investors VI, L.P., its General Partner
By:	Hellman & Friedman LLC, its General Partner
By:	/s/ Erik D. Ragatz
	Name:	Erik Ragatz
	Title:	Managing Director
HELLMAN & FRIEDMAN CAPITAL EXECUTIVES VI, L.P.
By:	Hellman & Friedman Investors VI, L.P., its General Partner
By:	Hellman & Friedman LLC, its General Partner
By:	/s/ Erik D. Ragatz
	Name:	Erik Ragatz
	Title:	Managing Director

[Stockholders Agreement Signature Page]

HELLMAN & FRIEDMAN CAPITAL ASSOCIATES VI, L.P.
By:	Hellman & Friedman Investors VI, L.P., its General Partner
By:	Hellman & Friedman LLC, its General Partner
By:	/s/ Erik D. Ragatz
	Name:	Erik Ragatz
	Title:	Managing Director

[Stockholders Agreement Signature Page]

EXECUTIVE SIGNATURE PAGE

/s/ Warren J. Arthur
Name:	Warren J. Arthur

[Stockholders Agreement Signature Page]

EXECUTIVE SIGNATURE PAGE

/s/ Charles A. Carroll
Name:	Charles A. Carroll

[Stockholders Agreement Signature Page]

EXECUTIVE SIGNATURE PAGE

/s/ Thomas N. Chieffe
Name:	Thomas N. Chieffe

[Stockholders Agreement Signature Page]

EXECUTIVE SIGNATURE PAGE

/s/ Daniel Dolson
Name:	Daniel Dolson

[Stockholders Agreement Signature Page]

EXECUTIVE SIGNATURE PAGE

/s/ Robert M. Franco
Name:	Robert M. Franco

[Stockholders Agreement Signature Page]

EXECUTIVE SIGNATURE PAGE

/s/ Stephen E. Graham
Name:	Stephen E. Graham

[Stockholders Agreement Signature Page]

EXECUTIVE SIGNATURE PAGE

/s/ John F. Haumesser
Name:	John F. Haumesser

[Stockholders Agreement Signature Page]

EXECUTIVE SIGNATURE PAGE

/s/ David L. King
Name:	David L. King

[Stockholders Agreement Signature Page]

EXECUTIVE SIGNATURE PAGE

/s/ Thomas Naples
Name:	Thomas Naples

[Stockholders Agreement Signature Page]

EXECUTIVE SIGNATURE PAGE

/s/ Robert A. Schindler
Name:	Robert A. Schindler

[Stockholders Agreement Signature Page]

EXECUTIVE SIGNATURE PAGE

/s/ David M. Thompson
Name:	David M. Thompson

[Stockholders Agreement Signature Page]

EX-10.13

Exhibit 10.13

Carey Investment Holdings Corp.
2010 Stock Incentive Plan

1. Purpose of the Plan.

The purpose of this Carey Investment Holdings Corp. 2010 Stock Incentive Plan (the “Plan”) is to aid Carey Investment Holdings Corp., a Delaware corporation (the “Company”), and its Affiliates in recruiting and retaining employees, directors and other service providers of outstanding ability and to motivate such persons to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of Stock Awards. The Company expects that it will benefit from aligning the interests of such persons with those of the Company and its Affiliates by providing them with equity-based awards with respect to the shares of the Company’s common stock.

2. Definitions. For purposes of this Plan, the following capitalized terms shall have their respective meanings set forth below:

(a) “Affiliate” shall have the meaning given to such term in the Stockholders Agreement.

(b) “Applicable Law” shall mean the legal requirements relating to the administration of an equity compensation plan under applicable U.S. federal and state corporate and securities laws, the Code, any stock exchange rules or regulations, and the applicable laws of any other country or jurisdiction, as such laws, rules, regulations and requirements shall be in place from time to time.

(c) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act (or any successor rules thereto). For the avoidance of doubt, no stockholder of the Company shall be deemed to “beneficially own” any securities of the Company or any of its Subsidiaries held by any other holder of such securities solely by virtue of the provisions of the Stockholders Agreement.

(d) “Board” shall mean the Board of Directors of the Company.

(e) “Cause” shall have the meaning given to such term in the Employment Agreement between the Company or any of its Affiliates and the applicable Participant, or if no such Employment Agreement exists or if “Cause” is not defined therein, then Cause shall mean any of the following: (i) embezzlement, theft or misappropriation by the Participant of any property of the Company or any of its Affiliates; (ii) any breach by the Participant of any restrictive covenants applicable to such Participant; (iii) any breach by the Participant of any provision of his or her Employment Agreement, which breach is not cured, to the extent susceptible to cure, within 14 days after the Company has given written notice to the Participant describing such breach; (iv) failure or refusal by the Participant to perform any directive of the Board or the duties of his or her employment which continues for a period of 14 days following notice thereof by the Company to the Participant; (v) any act by the Participant constituting a felony or otherwise involving theft, fraud, dishonesty, misrepresentation or moral turpitude; (vi) the Participant’s conviction of, or a plea of nolo contendere (or a similar plea) to, any criminal offense; (vii) gross negligence or willful

misconduct on the part of the Participant in the performance of his or her duties as an employee, officer or director of the Company or any of its Affiliates; (viii) the Participant’s breach of his or her fiduciary obligations, or disloyalty, to the Company or any of its Affiliates; (ix) any act or omission to act of the Participant intended to harm or damage the business, property, operations, financial condition or reputation of the Company or any of its Affiliates; (x) any chemical dependence of the Participant which adversely affects the performance of his or her duties and responsibilities to the Company or any of its Affiliates; or (xi) the Participant’s violation of the Company’s or any of its Affiliate’s code of ethics, code of business conduct or similar policies applicable to such Participant. The existence or non-existence of Cause with respect to any Participant will be determined in good faith by the Board.

(f) “Change in Control” shall mean the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any “person” or “group” (as such terms are used for purposes of Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than to the Initial Investors or any of their respective Affiliates;

(ii) any person or group, other than any of the Initial Investors or any of their respective Affiliates, is or becomes the Beneficial Owner, directly or indirectly, of more than fifty percent (50%) of the total voting power of the outstanding voting stock of the Company, including by way of merger, consolidation or otherwise; or

(iii) prior to an Initial Public Offering, the Initial Investors and their respective Affiliates do not have the ability to cause the election of a majority of the members of the Board and any person or group, other than the Initial Investors and their respective Affiliates, Beneficially Owns outstanding voting stock representing a greater percentage of voting power with respect to the general election of members of the Board than the shares of outstanding voting stock the Initial Investors and their respective Affiliates collectively Beneficially Own.

(g) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(h) “Committee” shall mean the Compensation Committee of the Board (or a subcommittee thereof), or such other committee of the Board to which the Board has delegated power to act pursuant to the provisions of this Plan; provided that in the absence of any such committee, the term “Committee” shall mean the Board. For the avoidance of doubt, the Board shall at all times be authorized to act as the Committee under or pursuant to any provisions of this Plan.

(i) “Common Stock” shall mean the common stock, par value $0.01 per share, of the Company.

2

(j) “Consultant” shall mean any person engaged by the Company or any of its Affiliates as a consultant or independent contractor to render consulting, advisory or other services and who is compensated for such services.

(k) “Disability” shall have the meaning given to such term in the Employment Agreement between the Company or any of its Affiliates and the applicable Participant, or if no such Employment Agreement exists or if “Disability” is not defined therein, then Disability shall have the meaning ascribed to such term under Section 409A(a)(2)(C)(i) of the Code for all purposes, except to the extent necessary for qualification of Options as ISOs, then Disability shall mean the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code. Without limiting the foregoing and except as otherwise provided in a Participant’s Employment Agreement, the existence of a Disability shall be determined by the Committee in good faith in accordance with Applicable Law.

(l) “Effective Date” shall mean the date the Board approves this Plan, or such later date as designated by the Board.

(m) “Employment” shall mean (i) a Participant’s employment if the Participant is an employee of the Company or any of its Affiliates, (ii) a Participant’s services as a Consultant, if the Participant is a Consultant, and (iii) a Participant’s services as a non-employee member of the Board or the board of directors (or equivalent governing body) of any Affiliate of the Company.

(n) “Employment Agreement” shall mean the employment or other similar agreement, if any, specifying the terms of a Participant’s employment by the Company or one of its Affiliates.

(o) “Exchange Act” shall mean the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as each may be amended from time to time.

(p) “Fair Market Value” shall mean, as of any date, the value of a Share of Common Stock determined as follows: (i) if there should be a public market for the Shares on such date, the closing price of the Shares as reported on such date on the Composite Tape of the principal national securities exchange on which such Shares are listed or admitted to trading, or if the Shares are not listed or admitted on any national securities exchange, the arithmetic mean of the per Share closing bid price and per Share closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted) (“NASDAQ”), or, if no sale of Shares shall have been reported on the Composite Tape of any national securities exchange or quoted on the NASDAQ on such date, then the immediately preceding date on which sales of the Shares have been so reported or quoted shall be used, and (ii) if there should not be a public market for the Shares on such date, then Fair Market Value shall be the price determined in good faith by the Board (or a committee thereof). Notwithstanding anything to the contrary herein, the “Fair Market Value” of the Shares shall at all times be determined in a manner intended to be consistent with Section 409A of the Code (and the regulations and guidance promulgated thereunder), as may be amended from time to time, and the same method shall be used by the Company for determining all applicable income tax consequences resulting from the exercise of an Option.

3

(q) “Good Reason” shall have the meaning given to such term in the Employment Agreement between the Company or any of its Affiliates and the applicable Participant, or if no such Employment Agreement exists or if “Good Reason” is not defined therein, then Good Reason shall mean a substantial reduction in the Participant’s base salary without the Participant’s consent; provided that the occurrence of the foregoing event shall only constitute Good Reason if the Company fails to cure such event within 90 days after receiving written notice from the Participant of such occurrence; provided, further, that Good Reason shall cease to exist following the later of 30 days following its occurrence or Participant’s knowledge thereof, unless Participant has given the Company written notice thereof prior to such date.

(r) “Initial Investors” shall mean Hellman & Friedman Capital Partners VI, L.P., a Delaware limited partnership, Hellman & Friedman Capital Partners VI (Parallel), L.P., a Delaware limited partnership, Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership and Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership.

(s) “Initial Public Offering” shall mean the consummation of the initial underwritten public offering of equity interests in the Company or any of its respective subsidiaries, which offering is registered under the Securities Act of 1933, as amended, or, if earlier, the initial widely distributed underwritten public offering outside the U.S. pursuant to which the equity interests in the Company or any of their respective subsidiaries are registered on a non-U.S. stock exchange.

(t) “ISO” shall mean a stock option to acquire Shares that is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code and the regulations promulgated thereunder, as amended from time to time.

(u) “Option” shall mean a stock option granted pursuant to Section 6 of this Plan.

(v) “Option Price” shall mean the purchase price per Share of an Option, as determined pursuant to Section 6(a) of this Plan.

(w) “Other Stock-Based Awards” shall mean Stock Awards granted pursuant to Section 8 of this Plan.

(x) “Participant” shall mean a person eligible to receive a Stock Award pursuant to Section 4 and who actually receives a Stock Award or, if applicable, such other Person who holds an outstanding Stock Award.

(y) “Person” shall mean a “person” as such term is used for purposes of 13(d) or 14(d) of the Exchange Act, or any successor section thereto.

4

(z) “Plan” shall mean this Carey Investment Holdings Corp. 2010 Stock Incentive Plan, as may be amended from time to time.

(aa) “Securities Act” shall mean the Securities Act of 1933 and the rules and regulations promulgated thereunder, as each may be amended from time to time.

(bb) “Shares” shall mean the shares of Common Stock.

(cc) “Stock Appreciation Right” shall mean a stock appreciation right granted pursuant to Section 7 of this Plan.

(dd) “Stock Award” shall mean an Option, Stock Appreciation Right or Other Stock-Based Award granted pursuant to this Plan.

(ee) “Stock Award Agreement” shall mean a written agreement between the Company and a holder of a Stock Award, executed by the Company, evidencing the terms and conditions of the Stock Award.

(ff) “Stockholders Agreement” shall mean the Stockholders Agreement, dated as of October 13, 2010, among the Company, the Initial Investors and the other parties thereto, as it may be amended from time to time.

(gg) “Subsidiary” shall mean, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Beneficially Owned by the Company, and (ii) any entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%).

3. Administration by Committee.

This Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof. Additionally, the Committee may delegate the authority to grant Stock Awards under the Plan to any employee or group of employees of the Company or an Affiliate; provided that such delegation and grants are consistent with Applicable Law and guidelines established by the Board from time to time. Stock Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by any entity acquired by the Company or with which the Company combines. The number of Shares underlying such substitute awards shall be counted against the aggregate number of Shares available for Stock Awards under the Plan. The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and

5

binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors). The Committee shall have the full power and authority to establish the terms and conditions of any Stock Award consistent with the provisions of the Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Committee shall require payment of any amount it may reasonably determine to be necessary to withhold for federal, state, local and/or non-U.S. taxes as a result of the exercise, grant or vesting of a Stock Award (including, without limitation, any applicable income, employment and social security taxes or contributions). The Committee shall also determine the acceptable form or forms pursuant to which the Participant will be able to elect to pay a portion of or all such withholding taxes. To the extent permitted by the Committee in the Stock Award or otherwise and, in each case, as permitted under Applicable Law, a Participant may elect to pay a portion or all of any withholding taxes (but no more than the minimum amount required to be withheld) by (a) delivery in Shares, or (b) having Shares withheld by the Company from any Shares that would have otherwise been received by the Participant.

4. Shares Subject to the Plan and Participation.

Subject to Section 9, the total number of Shares which may be issued under this Plan is 6,150,076, which number is also the maximum number of Shares for which ISOs may be granted. The Shares may consist, in whole or in part, of unissued Shares or treasury Shares. The issuance of Shares or the payment of cash upon the exercise of a Stock Award or in consideration of the cancellation or termination of a Stock Award shall reduce the total number of Shares available under this Plan, as applicable. Shares which are subject to Stock Awards which terminate or lapse without the payment of consideration may be granted again under the Plan, unless prohibited by Applicable Law.

Employees, directors and other service providers of the Company and its Affiliates (subject to Section 5(b) of this Plan) shall be eligible to be selected to receive Stock Awards under the Plan; provided that ISOs may only be granted to employees of the Company and its Subsidiaries.

5. General Limitations.

(a) Tenth Anniversary. No Stock Award may be granted under this Plan after the tenth anniversary of the Effective Date, but Stock Awards theretofore granted may extend beyond such date.

(b) Consultants. Prior to an Initial Public Offering, a Consultant shall not be eligible for the grant of a Stock Award if, at the time of grant, either the offer or the sale of the Company’s securities to such Consultant is not exempt under Rule 701 of the Securities Act (“Rule 701”), unless the Company determines that such grant need not comply with the requirements of Rule 701 and will satisfy another exemption under the Securities Act, as well as comply with the securities laws of any other relevant jurisdictions.

6

6. Terms and Conditions of Options.

Options granted under this Plan shall be, as determined by the Committee, non-qualified or ISOs for federal income tax purposes, as evidenced by the related Stock Award Agreements, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Committee shall determine.

(a) Option Price. The Option Price per Share shall be determined by the Committee, but shall not be less than 100% of the Fair Market Value of a Share on the date an Option is granted (other than in the case of Options granted in substitution of previously granted awards, as described in Section 3 hereof).

(b) Exercisability. Options granted under this Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Committee, but in no event shall an Option be exercisable more than ten years after the date it is granted.

(c) Exercise of Options. Except as otherwise provided in this Plan or in the applicable Stock Award Agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of this Section 6, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii), (iii), (iv) or (v) of the following sentence. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company as designated by the Committee, pursuant to one or more of the following methods: (i) in cash or its equivalent (e.g., by personal check or wire transfer), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and partly in such Shares, (iv) following an Initial Public Offering, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased, or (v) to the extent explicitly permitted by the Committee in the applicable Stock Award Agreement or otherwise, through net settlement in Shares. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to this Plan.

7

(d) ISOs. The Committee may grant Options under the Plan that are intended to be ISOs. Such ISOs shall comply with the requirements of Section 422 of the Code (or any successor section thereto). No ISO may be granted to any Participant who at the time of such grant, owns more than ten percent of the total combined voting power of all classes of stock of the Company or of any Subsidiary, unless (i) the Option Price for such ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is granted and (ii) the date on which such ISO terminates is a date not later than the day preceding the fifth anniversary of the date on which the ISO is granted. Any Participant who disposes of Shares acquired upon the exercise of an ISO either (i) within two years after the date of grant of such ISO or (ii) within one year after the transfer of such Shares to the Participant, shall notify the Company of such disposition and of the amount realized upon such disposition. All Options granted under the Plan are intended to be nonqualified stock options, unless the applicable Stock Award Agreement expressly states that the Option is intended to be an ISO. If an Option is intended to be an ISO, and if for any reason such Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a nonqualified stock option granted under this Plan; provided that such Option (or portion thereof) otherwise complies with this Plan’s requirements relating to nonqualified stock options. In no event shall any member of the Committee, the Company or any of its Affiliates (or their respective employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Option to qualify for any reason as an ISO.

(e) Attestation. Wherever in this Plan or any Stock Award Agreement a Participant is permitted to pay the exercise price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and/or shall withhold such number of Shares from the Shares acquired by the exercise of the Option, as appropriate.

7. Terms and Conditions of Stock Appreciation Rights.

(a) Grants. The Committee may grant (i) a Stock Appreciation Right independent of an Option or (ii) a Stock Appreciation Right in connection with an Option, or a portion thereof. A Stock Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related Option is granted or at any time prior to the exercise or cancellation of the related Option, (B) shall cover the same number of Shares covered by an Option (or such lesser number of Shares as the Committee may determine) and (C) shall be subject to the same terms and conditions as such Option except for such additional limitations as are contemplated by this Section 7 (or such additional limitations as may be included in the applicable Stock Award Agreement).

8

(b) Terms. The exercise price per Share of a Stock Appreciation Right shall be an amount determined by the Committee but in no event shall such amount be less than the Fair Market Value of a Share on the date the Stock Appreciation Right is granted (other than in the case of Stock Appreciation Rights granted in substitution of previously granted awards, as described in Section 4); provided, however, that in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may not be less than the Option Price of the related Option. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by the Stock Appreciation Right. Each Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof, and to receive from the Company in exchange therefore an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the Option Price per Share, times (ii) the number of Shares covered by the Option, or portion thereof, which is surrendered. In addition, each Stock Appreciation Right that is granted in conjunction with an Option or a portion thereof shall automatically terminate upon the exercise of such Option or portion thereof, as applicable. Payment shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee. Stock Appreciation Rights may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which the Stock Appreciation Right is being exercised. The date a notice of exercise is received by the Company shall be the exercise date. No fractional Shares will be issued in payment for Stock Appreciation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the number of Shares will be rounded downward to the next whole Share.

(c) Limitations. The Committee may impose, in its discretion, such conditions upon the exercisability of Stock Appreciation Rights as it may deem fit, but in no event shall a Stock Appreciation Right be exercisable more than ten years after the date it is granted.

8. Other Stock-Based Awards.

The Committee, in its sole discretion, may grant or sell Stock Awards of Shares, Stock Awards of restricted Shares and Stock Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (“Other Stock-Based Awards”). Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Stock Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine to whom and when Other Stock-Based Awards will be made; the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Other Stock-Based Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable).

9

9. Adjustments upon Certain Events.

Notwithstanding any other provision in this Plan to the contrary, the following provisions shall apply to all Stock Awards granted hereunder:

(a) Generally. In the event of any change in the outstanding Shares after the Effective Date by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, transaction or exchange of Shares or other corporate exchange, or any cash dividend or distribution to shareholders other than ordinary cash dividends or any transaction similar to the foregoing, the Committee shall, in its sole discretion in good faith, make such substitution or adjustment, if any, as it deems to be equitable (subject to Section 17), as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Stock Awards, (ii) the Option Price or exercise price of any Stock Appreciation Right and/or (iii) any other affected terms of such Stock Awards; provided, that, for the avoidance of doubt, in the case of the occurrence of any of the foregoing events that is an “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation — Stock Compensation (FASB ASC 718)), the Committee shall make an equitable adjustment to outstanding Stock Awards to reflect such event.

(b) Change in Control. In the event of a Change in Control after the Effective Date, the Committee may (subject to Section 17), but shall not be obligated to, (i) accelerate, vest or cause the restrictions to lapse with respect to all or any portion of a Stock Award, (ii) cancel such Stock Awards for fair value (as determined by the Committee in its sole discretion in good faith) which, in the case of Options and Stock Appreciation Rights, may equal the excess, if any, of value of the consideration to be paid in the Change in Control transaction, directly or indirectly, to holders of the same number of Shares subject to such Options or Stock Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or Stock Appreciation Rights) over the aggregate Option Price of such Options or exercise price of such Stock Appreciation Rights, (iii) subject to any limitations or reductions as may be necessary to comply with Sections 424 or 409A of the Code and, in each case, the applicable regulations thereunder, provide for the issuance of substitute Stock Awards that will preserve the rights under, and the otherwise applicable terms of, any affected Stock Awards previously granted hereunder as determined by the Committee in its sole discretion in good faith, or (iv) provide that for a period of at least 15 days prior to the Change in Control, such Options shall be exercisable as to all Shares subject thereto (whether or not vested) and that upon the occurrence of the Change in Control, such Options shall terminate and be of no further force and effect.

10. No Right to Employment or Stock Awards.

The granting of a Stock Award under this Plan shall impose no obligation on the Company or any of its Affiliate to continue the Employment of a Participant and shall not lessen or affect the Company’s right or any its Affiliates’ rights to terminate the Employment of such Participant. No Participant or other Person shall have any claim to be granted any Stock Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Stock Awards. The terms and conditions of Stock Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

10

11. Successors and Assigns.

This Plan shall be binding on all successors and assigns of the Company and each Participant, including without limitation, the estate of each such Participant and the executor, administrator or trustee of any such estate and, if applicable, any receiver or trustee in bankruptcy or representative of the creditors of any such Participant.

12. Nontransferability of Awards.

Unless expressly permitted by the Committee in a Stock Award Agreement or otherwise in writing, and, in each case, to the extent permitted by Applicable Law, a Stock Award shall not be transferable or assignable by the applicable Participant other than by will or by the laws of descent and distribution. A Stock Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant.

13. Amendments or Termination.

The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, (a) without the approval of the shareholders of the Company, if such action would (except as is provided in Section 9 of the Plan), increase the total number of Shares reserved for the purposes of the Plan or, if applicable, change the maximum number of Shares for which Stock Awards may be granted to any Participant, or (b) without the consent of a Participant, if such action would diminish any of the rights of such Participant under any Stock Award theretofore granted to such Participant under the Plan; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Stock Awards meeting the requirements of the Code or other Applicable Laws (including, without limitation, to avoid adverse tax consequences to the Company or to Participants).

14. Choice of Law.

This Plan and the Stock Awards granted hereunder shall be governed by and construed in accordance with the law of the State of Delaware, without regard to conflicts of laws principles thereof.

15. Effectiveness of the Plan.

This Plan shall be effective as of the Effective Date.

16. Exchange Act Exemption.

Notwithstanding anything to the contrary in the Plan or any Stock Award Agreement, until such time as the Company becomes subject to the reporting requirements of Sections 12 or 15(d) of the Exchange Act, if the Company is relying on the exemption from registration under the Exchange Act set forth in Rule 12h-1(f) under the Exchange Act (the “Employee Options Exemption”) in connection with the grant of Options hereunder or the issuance of Shares upon the exercise of such Options, the Plan, the Options granted hereunder and the Stock Award Agreements entered into in connection with such grants are intended to comply with the Employee Options Exemption and, accordingly, to the maximum extent permitted, the Plan, such Options and such Stock Award Agreements shall be interpreted to be in compliance therewith.

11

17. Section 409A.

Notwithstanding other provisions of this Plan or any Stock Award Agreements hereunder, no Stock Award shall be granted, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Committee that, as a result of Section 409A of the Code, payments in respect of any Stock Award under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Stock Award Agreement, as the case may be, without causing the Participant holding such Stock Award to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. The Company shall use commercially reasonable efforts to implement the provisions of this Section 17 in good faith; provided that neither the Company, the Committee nor any of the Company’s employees, directors or representatives shall have any liability to any Participant with respect to this Section 17.

12

EX-10.14

Exhibit 10.14

EXECUTION COPY

STOCK OPTION AGREEMENT

Time Vesting Option

THIS STOCK OPTION AGREEMENT (the “Agreement”), made by and between Carey Investment Holdings Corp., a Delaware corporation (the “Company”), and  _____  (the “Optionee”), is effective as of October 13, 2010 (the “Grant Date”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Carey Investment Holdings Corp. 2010 Stock Incentive Plan (the “Plan”).

WHEREAS, as an incentive for the Optionee’s efforts during the Optionee’s Employment with the Company and its Affiliates, the Company wishes to afford the Optionee the opportunity to purchase a number of Shares, pursuant to the terms and conditions set forth in this Agreement and the Plan; and

WHEREAS, the Company wishes to carry out the Plan, the terms of which are hereby incorporated by reference and made a part of this Agreement, pursuant to which the Committee has instructed the undersigned officers to issue the Stock Award described below.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I
DEFINITIONS

Capitalized terms not otherwise defined herein shall have the same meaning set forth in the Plan.

ARTICLE II
GRANT OF OPTIONS

Section 2.1. Grant of Options

For good and valuable consideration, on and as of the date hereof, the Company irrevocably grants to the Optionee an Option to purchase any part or all of an aggregate number of                                          Shares, subject to the adjustment as set forth in Section 2.4 hereof (the “Option”).

Section 2.2. Exercise Price

Subject to Section 2.4 hereof:

(a) the per Share exercise price of                                          Shares covered by the Option shall be $10.00 per Share;

(b) the per Share exercise price of                                          Shares covered by the Option shall be $20.00 per Share; and

(c) the per Share exercise price of                      Shares covered by the Option shall be $30.00 per Share.

Section 2.3. No Guarantee of Employment

Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ or service of the Company or any Subsidiary or Affiliate thereof, or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries and Affiliates, which are hereby expressly reserved, to terminate the Employment of the Optionee at any time for any reason whatsoever, with or without Cause, subject to the applicable provisions, if any, of the Optionee’s Employment Agreement (if any such agreement is in effect at the time of such termination).

Section 2.4. Adjustments to Option

Subject to Section 9 of the Plan, in the event that the outstanding Shares in the Company subject to the Option are, from time to time, changed into or exchanged for a different number or kind of securities of the Company or other securities by reason of an equity split, spin-off, extraordinary dividend, equity dividend, equity combination, reclassification, recapitalization, liquidation, dissolution, reorganization, merger, or other event affecting the Shares of the Company, the Committee shall make, as appropriate and equitable, an adjustment in the number and kind of securities and/or the amount of consideration as to which or for which, as the case may be, such Option, or portions thereof then unexercised, shall be exercisable, and the Committee may, as it deems appropriate and equitable, pay to the Optionee a dividend in respect of the equity subject to the Option, with such conditions or limitations as the Committee may deem reasonable and necessary to preserve the economic value of the Option. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested Persons.

ARTICLE III
PERIOD OF EXERCISABILITY

Section 3.1. Vesting and Commencement of Exercisability

(a) Subject to the Optionee’s continued Employment, the Option shall vest and become exercisable with respect to 20% of the Shares subject to the Option on each of the first, second, third, fourth and fifth anniversaries of the Grant Date.

(b) If a Change in Control occurs at any time during the Optionee’s Employment, the Option shall vest and become immediately exercisable with respect to all of the unvested Shares subject thereto immediately prior to such Change in Control.

(c) Except as is specifically provided in Section 3.1(b), no portion of the Option shall vest and become exercisable as to any additional Shares following the termination of the Optionee’s Employment for any reason, and the portion of the Option that is unvested and unexercisable as of the date of such termination shall immediately expire without consideration or payment therefor.

2

Section 3.2. Expiration of Option

The Optionee may not exercise the exercisable portion of the Option to any extent after the first to occur of the following events:

(a) the tenth annual anniversary of the Grant Date;

(b) the one-year anniversary of the date of the Optionee’s termination of Employment, if the Optionee’s Employment is terminated due to the Optionee’s death or by the Company or any of its Affiliates, as applicable, due to the Optionee’s Disability;

(c) the ninetieth day immediately following the date of the Optionee’s termination of Employment, if the Optionee’s Employment is terminated by the Company or any of its Affiliates, as applicable, without Cause or by the Optionee for any reason;

(d) immediately upon the date of the Optionee’s termination of Employment, if the Optionee’s Employment is terminated by the Company or any of its Affiliates, as applicable, for Cause; or

(e) with respect any portion of the Option that is purchased pursuant to the Stockholders Agreement, the occurrence of such purchase.

ARTICLE IV
EXERCISE OF OPTION

Section 4.1. Person Eligible to Exercise

Except as otherwise permitted by the Committee in writing or provided in the Stockholders Agreement, the Optionee is the only Person that may exercise the exercisable portion of the Option, unless and until the Optionee dies or suffers a Disability. After the Disability or death of the Optionee, the exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.2 hereof, be exercised by the Optionee’s personal representative, guardian or by any person empowered to do so under the Optionee’s will or under the then Applicable Laws of descent and distribution.

Section 4.2. Partial Exercise

Any exercisable portion of an Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole Shares only.

Section 4.3. Manner of Exercise

An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary of the Company at the Company’s principal office, all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:

3

(a) notice in writing signed by the Optionee or the other Person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;

(b) full payment of the applicable aggregate exercise price (in cash, by check, by wire transfer or by a combination of the foregoing) for the Shares with respect to which such Option or portion thereof is exercised;

(c) a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other Person then entitled to exercise such Option or portion thereof, stating that the Shares are being acquired for the Optionee’s own account, for investment and without any present intention of distributing or reselling said Shares or any of them except as may be permitted under the Securities Act of 1933, as amended, and the applicable rules and regulations thereunder (the “Securities Act”), and that the Optionee or other Person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the Shares by such Person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations;

(d) unless already delivered, a written instrument (a “Joinder”) pursuant to which the Optionee agrees to be bound by the terms and conditions of the Stockholders Agreement to the same extent as a Management Stockholder thereunder, in form and substance reasonably satisfactory to the Company;

(e) full payment to the Company or any of its Affiliates, as applicable, of all amounts which, under federal, state, local and/or non-U.S. law, such entity is required to withhold upon exercise of the Option; and

(f) in the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any Person or Persons other than the Optionee, appropriate proof of the right of such Person or Persons to exercise the Option.

Without limiting the generality of the foregoing, any subsequent transfer of Shares shall be subject to the terms and conditions of the Stockholders Agreement and the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of Shares acquired on exercise of an Option does not violate the Securities Act, and may issue stop-transfer orders covering such Shares. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the Shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such Shares.

4

Section 4.4. Conditions to Issuance of Shares

The Company shall not be required to record the ownership by the Optionee of Shares purchased upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:

(a) the obtaining of approval or other clearance from any federal, state, local or non-U.S. governmental agency which the Committee shall, in its reasonable and good faith discretion, determine to be necessary or advisable;

(b) the lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience or as may otherwise be required by Applicable Law; and

(c) the execution and delivery of the Joinder by the Optionee to the extent required by the Stockholders Agreement.

Section 4.5. Rights as Stockholder

The Optionee shall not be, and shall not have any of the rights or privileges of, stockholders of the Company in respect of any Shares purchasable in connection with the Option or any portion thereof unless and until a book entry representing such Shares has been made on the books and records of the Company.

ARTICLE V
MISCELLANEOUS

Section 5.1. Administration

The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be taken in good faith and shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Option. In its absolute discretion, the Board may at any time, and from time to time, exercise any and all rights and duties of the Committee under the Plan and this Agreement.

Section 5.2. Option Not Transferable

Except as otherwise permitted by the Committee in writing or provided in the Stockholders Agreement, neither the Option nor any interest or right therein or part thereof shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that, to the extent permitted by Applicable Law, this Section 5.2 shall not prevent transfers by will or by the Applicable Laws of descent and distribution.

5

Section 5.3. Notices

Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to the Optionee at the most recent address of the Optionee set forth in the personnel records of the Company or any of its Affiliates, as applicable. By a notice given pursuant to this Section 5.3, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to the Optionee, shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of the representative’s status and address by written notice under this Section 5.3. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

Section 5.4. Titles; Interpretation

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. Defined terms used in this Agreement shall apply equally to both the singular and plural forms thereof. 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 term “hereunder” shall mean this entire Agreement as a whole unless reference to a specific section or provision of this Agreement is made. Any reference to a Section, subsection and provision is to this Agreement unless otherwise specified.

Section 5.5. Applicability of the Plan and the Stockholders Agreement

The Option and the Shares issued to the Optionee upon exercise of the Option shall be subject to all of the terms and provisions of the Plan and the Stockholders Agreement, to the extent applicable to the Option and such Shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control. In the event of any conflict between this Agreement or the Plan and the Stockholders Agreement, the terms of the Stockholders Agreement shall control.

Section 5.6. Amendment

This Agreement may be amended only by a written instrument executed by the parties hereto, which specifically states that it is amending this Agreement.

6

Section 5.7. 83(b) Election

If any Shares acquired upon exercise of the Option are subject to a “substantial risk of forfeiture” (within the meaning of Treasury Regulation Section 1.83-3(c)) immediately following such exercise, and the Optionee determines to file an election pursuant to Treasury Regulation Section 1.83-2 with respect to such Shares, the Optionee will furnish the Company with a copy of such filed election no later than 30 days after the date of such exercise.

Section 5.8. Governing Law

This Agreement shall be governed in all respects by the laws of the State of Delaware.

[Signature on next page.]

7

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

Carey Investment Holdings Corp.

Name:

Title:

Optionee:

Name:

Time Option Agreement — Signature Page

8

EX-10.15

Exhibit 10.15

EXECUTION COPY

STOCK OPTION AGREEMENT

Performance Vesting Option

THIS STOCK OPTION AGREEMENT (the “Agreement”), made by and between Carey Investment Holdings Corp., a Delaware corporation (the “Company”), and  _____  (the “Optionee”), is effective as of October 13, 2010 (the “Grant Date”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Carey Investment Holdings Corp. 2010 Stock Incentive Plan (the “Plan”).

WHEREAS, as an incentive for the Optionee’s efforts during the Optionee’s Employment with the Company and its Affiliates, the Company wishes to afford the Optionee the opportunity to purchase a number of Shares, pursuant to the terms and conditions set forth in this Agreement and the Plan; and

WHEREAS, the Company wishes to carry out the Plan, the terms of which are hereby incorporated by reference and made a part of this Agreement, pursuant to which the Committee has instructed the undersigned officers to issue the Stock Award described below.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I
DEFINITIONS

Capitalized terms not otherwise defined herein shall have the same meaning set forth in the Plan.

ARTICLE II
GRANT OF OPTIONS

Section 2.1. Grant of Options

For good and valuable consideration, on and as of the date hereof, the Company irrevocably grants to the Optionee an Option to purchase any part or all of an aggregate number of                      Shares, subject to the adjustment as set forth in Section 2.4 hereof (the “Option”).

Section 2.2. Exercise Price

Subject to Section 2.4 hereof, the per Share exercise price of the Shares covered by the Option shall be $10.00 per Share (the “Option Price”).

Section 2.3. No Guarantee of Employment

Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ or service of the Company or any Subsidiary or Affiliate thereof, or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries and Affiliates, which are hereby expressly reserved, to terminate the Employment of the Optionee at any time for any reason whatsoever, with or without Cause, subject to the applicable provisions, if any, of the Optionee’s Employment Agreement (if any such agreement is in effect at the time of such termination).

Section 2.4. Adjustments to Option

Subject to Section 9 of the Plan, in the event that the outstanding Shares in the Company subject to the Option are, from time to time, changed into or exchanged for a different number or kind of securities of the Company or other securities by reason of an equity split, spin-off, extraordinary dividend, equity dividend, equity combination, reclassification, recapitalization, liquidation, dissolution, reorganization, merger, or other event affecting the Shares of the Company, the Committee shall make, as appropriate and equitable, an adjustment in the number and kind of securities and/or the amount of consideration as to which or for which, as the case may be, such Option, or portions thereof then unexercised, shall be exercisable, and the Committee may, as it deems appropriate and equitable, pay to the Optionee a dividend in respect of the equity subject to the Option, with such conditions or limitations as the Committee may deem reasonable and necessary to preserve the economic value of the Option. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested Persons.

ARTICLE III
PERIOD OF EXERCISABILITY

Section 3.1. Vesting and Commencement of Exercisability

(a) Subject to the Optionee’s continued Employment on each applicable vesting date and except as otherwise expressly provided in this Section 3.1, the Option shall vest and become exercisable with respect to each of fiscal years 2011 through 2015 in installments consisting of 20% of the Shares subject thereto if, and only if, the Company’s actual “Adjusted EBITDA” (as defined on Exhibit A) measured as of December 31 of such fiscal year equals or exceeds the applicable Adjusted EBITDA target for such fiscal year (as set forth on Exhibit A attached hereto); provided that the date on which each such installment shall vest and become exercisable shall be the date on which the Committee determines, in the manner set forth in Section 3.1(c), that the applicable Adjusted EBITDA target for such fiscal year has been achieved.

(b) If in any of fiscal years 2011 through 2015 the Company’s actual Adjusted EBITDA fails to equal or exceed the Adjusted EBITDA target for such fiscal year (each, a “Below Target Year”), then the installment of the Shares subject to the Option scheduled to vest with respect to that year shall not vest; provided that, if the Company’s actual Adjusted EBITDA in the fiscal year immediately succeeding such Below Target Year equals or exceeds the applicable Adjusted EBITDA target for such immediately succeeding fiscal year and the Optionee remains in Employment on the applicable vesting date for such immediately succeeding fiscal year, then the installment of the Shares subject to the Option that did not vest because the Adjusted EBITDA target for such Below Target Year was not achieved shall vest and become exercisable on the date upon which the installment of the Shares subject to the Option scheduled to vest with respect to such immediately succeeding fiscal year vests and becomes exercisable. For purposes of illustration only, if the Adjusted EBITDA target is not achieved for 2011 and 2012, but is achieved in 2013, the Shares subject to the Option scheduled to vest in 2012 and 2013 will vest, but the Shares scheduled to vest with respect to 2011 will not vest (unless vesting occurs in accordance with the terms of Section 3.1(e) below).

2

(c) The Committee shall make the determination in good faith as to whether the respective Adjusted EBITDA targets have been met, and shall determine the extent, if any, to which the Option has vested and become exercisable based upon the achievement of such Adjusted EBITDA targets, as soon as reasonably practicable after the independent auditors of the Company or its Affiliates, as applicable, have delivered their audit report with respect to such fiscal year to the Committee and such determination will be based upon the financial information reflected in such audited financial statements. The Committee’s good faith determination as to whether the Adjusted EBITDA targets have been met shall be final, conclusive and binding on the Optionee.

(d) If a Change in Control occurs at any time during the Optionee’s Employment, then each installment of the Shares subject to the Option that is scheduled to vest with respect to the fiscal year in which the Change in Control occurs and any subsequent fiscal year shall automatically vest and become exercisable immediately prior to such Change in Control.

(e) If a Liquidity Event (as defined below) occurs at any time during the Optionee’s Employment, each installment of the Shares subject to the Option that was scheduled to vest with respect to a fiscal year prior to the fiscal year in which such Liquidity Event occurs but did not vest pursuant to Section 3.1(b) because the Adjusted EBITDA target for such fiscal year was not achieved, shall vest and become exercisable immediately prior to such Liquidity Event if, and only if, the Initial Investors have received Aggregate Net Cash Proceeds (as defined below) equal to at least three times (3X) their cash investment in the Company (and each installment of Shares subject to the Option that is subject to this Section 3(e) and that does not vest in accordance with the terms hereof shall be automatically forfeited upon the consummation of such Liquidity Event). For purposes of this Agreement, “Liquidity Event” shall mean the first to occur of a Change in Control or an Initial Public Offering and “Aggregate Net Cash Proceeds” shall mean the aggregate amount of cash proceeds realized by holders of Common Stock in respect of shares of Common Stock (excluding any sales of such shares to affiliated investment funds) after the date of this Agreement and at or prior to such the Liquidity Event, in each case, net of any transaction fees, costs and expenses that reduce such proceeds.

(f) No portion of the Option shall vest and become exercisable as to any additional Shares following the termination of the Optionee’s Employment for any reason, and the portion of the Option that is unvested and unexercisable as of the date of such termination shall immediately expire without consideration or payment therefor.

Section 3.2. Expiration of Option

The Optionee may not exercise the exercisable portion of the Option to any extent after the first to occur of the following events:

3

(a) the tenth annual anniversary of the Grant Date;

(b) the one-year anniversary of the date of the Optionee’s termination of Employment, if the Optionee’s Employment is terminated due to the Optionee’s death or by the Company or any of its Affiliates, as applicable, due to the Optionee’s Disability;

(c) the ninetieth day immediately following the date of the Optionee’s termination of Employment, if the Optionee’s Employment is terminated by the Company or any of its Affiliates, as applicable, without Cause or by the Optionee for any reason;

(d) immediately upon the date of the Optionee’s termination of Employment, if the Optionee’s Employment is terminated by the Company or any of its Affiliates, as applicable, for Cause; or

(e) with respect any portion of the Option that is purchased pursuant to the Stockholders Agreement, the occurrence of such purchase.

ARTICLE IV
EXERCISE OF OPTION

Section 4.1. Person Eligible to Exercise

Except as otherwise permitted by the Committee in writing or provided in the Stockholders Agreement, the Optionee is the only Person that may exercise the exercisable portion of the Option, unless and until the Optionee dies or suffers a Disability. After the Disability or death of the Optionee, the exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.2 hereof, be exercised by the Optionee’s personal representative, guardian or by any person empowered to do so under the Optionee’s will or under the then Applicable Laws of descent and distribution.

Section 4.2. Partial Exercise

Any exercisable portion of an Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole Shares only.

Section 4.3. Manner of Exercise

An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary of the Company at the Company’s principal office, all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:

(a) notice in writing signed by the Optionee or the other Person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;

4

(b) full payment of the aggregate Option Price (in cash, by check, by wire transfer or by a combination of the foregoing) for the Shares with respect to which such Option or portion thereof is exercised;

(c) a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other Person then entitled to exercise such Option or portion thereof, stating that the Shares are being acquired for the Optionee’s own account, for investment and without any present intention of distributing or reselling said Shares or any of them except as may be permitted under the Securities Act of 1933, as amended, and the applicable rules and regulations thereunder (the “Securities Act”), and that the Optionee or other Person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the Shares by such Person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations;

(d) unless already delivered, a written instrument (a “Joinder”) pursuant to which the Optionee agrees to be bound by the terms and conditions of the Stockholders Agreement to the same extent as a Management Stockholder thereunder, in form and substance reasonably satisfactory to the Company;

(e) full payment to the Company or any of its Affiliates, as applicable, of all amounts which, under federal, state, local and/or non-U.S. law, such entity is required to withhold upon exercise of the Option; and

(f) in the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any Person or Persons other than the Optionee, appropriate proof of the right of such Person or Persons to exercise the Option.

Without limiting the generality of the foregoing, any subsequent transfer of Shares shall be subject to the terms and conditions of the Stockholders Agreement and the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of Shares acquired on exercise of an Option does not violate the Securities Act, and may issue stop-transfer orders covering such Shares. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the Shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such Shares.

Section 4.4. Conditions to Issuance of Shares

The Company shall not be required to record the ownership by the Optionee of Shares purchased upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:

5

(a) the obtaining of approval or other clearance from any federal, state, local or non-U.S. governmental agency which the Committee shall, in its reasonable and good faith discretion, determine to be necessary or advisable;

(b) the lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience or as may otherwise be required by Applicable Law; and

(c) the execution and delivery of the Joinder by the Optionee to the extent required by the Stockholders Agreement.

Section 4.5. Rights as Stockholder

The Optionee shall not be, and shall not have any of the rights or privileges of, stockholders of the Company in respect of any Shares purchasable in connection with the Option or any portion thereof unless and until a book entry representing such Shares has been made on the books and records of the Company.

ARTICLE V
MISCELLANEOUS

Section 5.1. Administration

The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be taken in good faith and shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Option. In its absolute discretion, the Board may at any time, and from time to time, exercise any and all rights and duties of the Committee under the Plan and this Agreement.

Section 5.2. Option Not Transferable

Except as otherwise permitted by the Committee in writing or provided in the Stockholders Agreement, neither the Option nor any interest or right therein or part thereof shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that, to the extent permitted by Applicable Law, this Section 5.2 shall not prevent transfers by will or by the Applicable Laws of descent and distribution.

6

Section 5.3. Notices

Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to the Optionee at the most recent address of the Optionee set forth in the personnel records of the Company or any of its Affiliates, as applicable. By a notice given pursuant to this Section 5.3, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to the Optionee, shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of the representative’s status and address by written notice under this Section 5.3. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

Section 5.4. Titles; Interpretation

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. Defined terms used in this Agreement shall apply equally to both the singular and plural forms thereof. 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 term “hereunder” shall mean this entire Agreement as a whole unless reference to a specific section or provision of this Agreement is made. Any reference to a Section, subsection, provision and Exhibit is to this Agreement unless otherwise specified.

Section 5.5. Applicability of the Plan and the Stockholders Agreement

The Option and the Shares issued to the Optionee upon exercise of the Option shall be subject to all of the terms and provisions of the Plan and the Stockholders Agreement, to the extent applicable to the Option and such Shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control. In the event of any conflict between this Agreement or the Plan and the Stockholders Agreement, the terms of the Stockholders Agreement shall control.

Section 5.6. Amendment

This Agreement may be amended only by a written instrument executed by the parties hereto, which specifically states that it is amending this Agreement.

Section 5.7. 83(b) Election

If any Shares acquired upon exercise of the Option are subject to a “substantial risk of forfeiture” (within the meaning of Treasury Regulation Section 1.83-3(c)) immediately following such exercise, and the Optionee determines to file an election pursuant to Treasury Regulation Section 1.83-2 with respect to such Shares, the Optionee will furnish the Company with a copy of such filed election no later than 30 days after the date of such exercise.

7

Section 5.8. Governing Law

This Agreement shall be governed in all respects by the laws of the State of Delaware.

[Signature on next page.]

8

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

Carey Investment Holdings Corp.

Name:

Title:

Optionee:

Name:

Performance Option Agreement — Signature Page

9

Exhibit A

	Adjusted EBITDA must
	be equal to or greater		Percentage of Shares Subject to
	than:		Option that Vest if Adjusted EBITDA
Fiscal Year	(in USD)		Target is met
2011	$	180,000,000	20	%
2012	$	208,000,000	20	%
2013	$	238,000,000	20	%
2014	$	270,000,000	20	%
2015	$	305,000,000	20	%

“Adjusted EBITDA” means the “EBITDA” of Intermediate for the applicable fiscal year, as such term is as defined in the Indenture, except that clause (1)(i) of such definition shall not apply for purposes of this Agreement. “Indenture” means the Indenture dated as of October 13, 2010 among the Carey Acquisition Corp., Carey New Finance, Inc., Associated Materials, LLC, Wells Fargo Bank, National Association and the other parties thereto, as amended from time to time

The Adjusted EBITDA targets as set forth in this Exhibit A will be adjusted by the Committee in good faith to reflect each acquisition or disposition by the Company or any of its Affiliates subsequent to the Grant Date of any business, operation, entity (including the acquisition of only a portion of an entity whose results will be consolidated by the Company in accordance with generally accepted accounting principles), division of any entity or any assets outside the ordinary course of business. If the Company makes such an acquisition or disposition in a given fiscal year, the Adjusted EBITDA target for such fiscal year and subsequent fiscal years, if applicable, shall be proportionately adjusted, fairly and appropriately, and only to the extent deemed necessary by the Committee (after consultation with the Company’s accountants), in the exercise of its good faith judgment, in order to accurately reflect the direct and measurable effect such acquisition or disposition has or is reasonably expected to have on such Adjusted EBITDA target(s). In addition, to the extent applicable, Adjusted EBITDA target(s) will be adjusted by the Committee (after consultation with the Company’s accountants) in good faith to reflect any changes in generally accepted accounting principles promulgated by accounting standard setters in order to accurately reflect the effect of such changes on such Adjusted EBITDA target(s). The intent of such adjustments is to keep the probability of achieving the Adjusted EBITDA targets the same as if the event triggering such adjustment had not occurred. The Committee’s determination of such necessary adjustment(s) shall be made within 90 days following the completion or closing of such event, as applicable, and shall be based on the Company’s accounting as set forth in its books and records and on the Company’s financial plan pursuant to which the Adjusted EBITDA targets were originally established. Any such adjustment(s) made in good faith shall be final and binding on all Persons.

EX-10.16

Exhibit 10.16

EXECUTION COPY

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 13, 2010 (the “Commencement Date”), is made by and between Associated Materials LLC, a Delaware limited liability company (the “Company”), and Thomas N. Chieffe (“Executive”).

WHEREAS, pursuant to the Agreement and Plan of Merger by and among AMH Holdings II, Inc., a Delaware corporation (“AMH II”), Carey Investment Holdings Corp., a Delaware corporation (“Parent”), Carey Intermediate Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Intermediate”), and Carey Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Intermediate (“Merger Sub”), dated as of September 8, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), Merger Sub has agreed, subject to the terms and conditions of the Merger Agreement, to merge with and into AMH II, whereby Merger Sub will cease to exist and AMH II will become a wholly-owned subsidiary of Parent (the “Merger”);

WHEREAS, Executive previously entered into an employment agreement, dated as of April 15, 2010, with the Company (as amended or amended and restated from time to time, the “Prior Employment Agreement”);

WHEREAS, Executive currently serves as President and Chief Executive Officer of the Company; and

WHEREAS, upon the consummation of the Merger, the Company desires to secure for itself and its affiliates the continuing services of Executive, and Executive desires to provide such continuing services, in each case, pursuant to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Employment. On the terms and subject to the conditions set forth herein, the Company hereby employs Executive as the President and Chief Executive Officer of the Company, and Executive accepts such employment, for the Employment Term (as defined in Section 3). During the Employment Term, Executive shall report solely to the Board of Directors of Parent (the “Board”), performing such duties as shall be reasonably required of a president and chief executive officer of a corporation of a similar size and nature to the Company, and shall have such other powers and perform such other duties as may from time to time be assigned to him by the Board. Promptly following the commencement of the Employment Term, Parent shall take all action necessary to appoint Executive as a director of Parent, and, thereafter, for so long as Executive remains the President and Chief Executive Officer of the Company, Parent shall use reasonable efforts to cause Executive to be a director of Parent, and Executive agrees to serve as such a director. To the extent requested by the Board, Executive shall also serve on any committees of the Board and/or as a director, officer or employee of Parent or any other person or entity which, from time to time, is a direct or indirect subsidiary of Parent (Parent and each such subsidiary, person or entity, other than the Company, are hereinafter referred to collectively as the “Affiliates,” and individually as an “Affiliate”). Executive’s service as a director of the Company or as a director, officer or employee of any Affiliate shall be without additional compensation.

2. Performance. Executive will serve the Company faithfully and to the best of his ability and will devote his full business time, energy, experience and talents to the business of the Company and the Affiliates; provided, that it shall not be a violation of this Agreement for Executive to manage his personal investments and business affairs, or to engage in or serve such civic, community, charitable, educational, or religious organizations as he may reasonably select so long as such service does not interfere with Executive’s performance of his duties hereunder.

3. Employment Term. Subject to earlier termination pursuant to Section 6, Executive’s term of employment hereunder shall begin upon the Commencement Date and continue through the date which is three years following the Commencement Date; provided, that beginning on the third anniversary of the Commencement Date, and on each subsequent anniversary of the Commencement Date, such term shall be automatically extended by an additional one year beyond the end of the then-current term, unless, at least 90 days before such second anniversary of the Commencement Date, or 90 days before any such subsequent anniversary of the Commencement Date, the Board gives written notice to Executive that the Company does not desire to extend the term of this Agreement, in which case, the term of employment hereunder shall terminate as of the third anniversary of the Commencement Date or the end of the then-current term, as applicable (the term of employment hereunder, including any extensions, in accordance with this Section 3, shall be referred to herein as the “Employment Term”).

4. Compensation and Benefits.

(a) Salary. As compensation for his services hereunder and in consideration of Executive’s other agreements hereunder, during the Employment Term, the Company shall pay Executive a base salary, payable in equal installments in accordance with the Company’s payroll procedures, at an annual rate of $600,000, subject to annual review by the Board (or its compensation committee), which may increase but not decrease Executive’s base salary. Executive’s annual rate of base salary shall increase to $625,000 effective April 1, 2011 and will be further increased to $650,000 effective April 1, 2012.

(b) Annual Incentive Bonus; Stock Option Plan and Special Retention Incentive Bonus.

(1) Commencing on the Commencement Date, Executive shall be entitled to participate in an annual incentive bonus arrangement established by the Company on terms and conditions substantially as set forth in Exhibit A hereto. Any annual incentive bonus to which Executive is entitled under this Agreement for any calendar year shall be paid in a cash lump-sum within 30 days following the close of Intermediate’s books and completion of Intermediate’s annual audit by its external accountants for such calendar year but in any event shall not be paid later than March 15^th of the calendar year immediately following the calendar year to which the bonus relates.

(2) Executive shall also be entitled to participate in the stock option plan established by Parent.

(3) Subject to Section 9, Executive shall also be entitled to receive a Special Retention Incentive Bonus payable in four equal installments of $500,000 each on (or within 30 days after) October 1, 2010, October 1, 2011, October 1, 2012, and October 1, 2013, so long as Executive is continuously actively employed by the Company through each such date, or such continuous active employment is terminated by the Company without Cause (as defined in Section 6) or by Executive for Good Reason (as defined in Section 7(b)) or due to disability (as determined in the good faith discretion of the Board) or death. Executive acknowledges that the first installment of the Special Retention Incentive Bonus was paid to him on October 1, 2010.

2

(4) Executive shall not be entitled to participate in any bonus plan, program or arrangement of the Company or an Affiliate, other than as specifically provided in this Section 4(b).

(c) Retirement, Medical, Dental and Other Benefits. During the Employment Term, Executive shall, in accordance with the terms and conditions of the applicable plan documents and all applicable laws, be eligible to participate in the various retirement, medical, dental and other employee benefit plans made available by the Company, from time to time, for its executives.

(d) Vacation; Sick Leave. During the Employment Term, Executive shall be entitled to not less than four weeks of vacation during each calendar year and sick leave in accordance with the Company’s policies and practices with respect to its executive officers.

(e) Business Expenses. The Company shall reimburse or advance payment to Executive for all reasonable expenses actually incurred by him in connection with the performance of his duties hereunder in accordance with policies established by the Company from time to time and subject to receipt by the Company of appropriate documentation.

5. Covenants of Executive. Executive acknowledges that in the course of his employment with the Company he has and will become familiar with the Company’s and the Affiliates’ trade secrets and with other confidential information concerning the Company and the Affiliates, and that his services are of special, unique and extraordinary value to the Company and the Affiliates. Therefore, the Company and Executive mutually agree that it is in the interest of both parties for Executive to enter into the restrictive covenants set forth in this Section 5 and that such restrictions and covenants are reasonable given the nature of Executive’s duties and the nature of the Company’s business.

(a) Noncompetition. During the Employment Term and for the two-year period following termination of the Employment Term (the “Restricted Period”), Executive shall not, within any jurisdiction or marketing area in which the Company or any Affiliate is doing or is qualified to do business, directly or indirectly, own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any manner with, any Business (as hereinafter defined); provided that Executive’s ownership of securities of two percent (2%) or less of any class of securities of a public company shall not, by itself, be considered to be competition with the Company or any Affiliate. For purposes of this Agreement, “Business” shall mean the manufacturing, production, distribution or sale of exterior residential building products, including, without limitation, vinyl siding, windows, fencing, decking, railings and garage doors, or any other business of a type and character engaged in by the Company or an Affiliate during the Employment Term (including, without limitation, any business in which the Company or any Affiliate has specific plans to conduct in the future and as to which Executive was aware of such planning at or prior to the time Executive’s employment is terminated).

(b) Nonsolicitation. During the Employment Term and the Restricted Period, Executive shall not, directly or indirectly, (i) hire or employ, solicit for employment or otherwise contract for the services of any individual who is or was an employee or consultant of the Company or any Affiliate; (ii) otherwise induce or attempt to induce any employee or consultant of the Company or an Affiliate to leave the employ or service of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee or consultant respectively thereof; or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate to cease doing business with the Company or such Affiliate, or interfere in any way with the relationship between any such customer, supplier, licensee or business relation and the Company or any Affiliate.

3

(c) Nondisclosure; Inventions. For the Employment Term and at all times thereafter, (i) Executive shall not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Board of any such order), directly or indirectly, other than in the regular and proper course of business of the Company and the Affiliates, any customer lists, trade secrets or other confidential knowledge or information with respect to the operations or finances of the Company or any Affiliates or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company or the Affiliates, including, without limitation, any know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals concerning the past, current or future business, activities and operations of the Company and the Affiliates (all of the foregoing collectively hereinafter referred to as “Confidential Information”), and (ii) Executive will not use, directly or indirectly, any Confidential Information for the benefit of anyone other than the Company and the Affiliates; provided, that Executive has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the general public other than through disclosure by Executive. All Confidential Information, new processes, techniques, know-how, methods, inventions, plans, products, patents and devices developed, made or invented by Executive, alone or with others, while an employee of the Company which are related to the business of the Company and the Affiliates shall be and become the sole property of the Company, unless released in writing by the Board, and Executive hereby assigns any and all rights therein or thereto to the Company.

(d) Nondisparagement. During the Employment Term and at all times thereafter, Executive shall not take any action to disparage or criticize the Company or any Affiliate or their respective employees, directors, owners or customers or to engage in any other action that injures or hinders the business relationships of the Company or any Affiliate. Nothing contained in this Section 5(d) shall preclude Executive from enforcing his rights under this Agreement.

(e) Return of Company Property. All Confidential Information, files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company or an Affiliate, whether prepared by Executive or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of the Company and shall be delivered to the Company, and not retained by Executive (including, without limitations, any copies thereof), promptly upon request by the Company and, in any event, promptly upon termination of the Employment Term.

(f) Enforcement. Executive acknowledges that a breach of his covenants contained in this Section 5 may cause irreparable damage to the Company and the Affiliates, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach would be inadequate. Accordingly, Executive agrees that if he breaches or threatens to breach any of the covenants contained in this Section 5, in addition to any other remedy which may be available at law or in equity, the Company and the Affiliates shall be entitled to specific performance and injunctive relief to prevent the breach or any threatened breach thereof without bond or other security or a showing that monetary damages will not provide an adequate remedy.

(g) Scope of Covenants. The Company and Executive further acknowledge that the time, scope, geographic area and other provisions of this Section 5 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement. In the event that the agreements in this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action.

4

6. Termination. The employment of Executive hereunder shall automatically terminate at the end of the Employment Term. The employment of Executive hereunder and the Employment Term may also be terminated at any time by the Company with or without Cause. For purposes of this Agreement, except as otherwise provided in Section 8, “Cause” shall mean: (i) embezzlement, theft or misappropriation by Executive of any property of the Company or an Affiliate; (ii) any breach by Executive of Executive’s covenants under Section 5; (iii) any breach by Executive of any other material provision of this Agreement which breach is not cured, to the extent susceptible to cure, within 30 days after the Company has given written notice to Executive describing such breach;(iv) willful failure by Executive to perform the duties of his employment hereunder which continues for a period of 14 days following written notice thereof by the Company to Executive; (v) the conviction of, or a plea of nolo contendere (or a similar plea) to, any criminal offense that is a felony or involves fraud, or any other criminal offense punishable by imprisonment of at least one year or materially injurious to the business or reputation of the Company or an Affiliate involving theft, dishonesty, misrepresentation or moral turpitude; (vi) gross negligence or willful misconduct on the part of Executive in the performance of his duties as an employee, officer or director of the Company or an Affiliate;(vii) Executive’s breach of his fiduciary obligations to the Company or an Affiliate; (viii) Executive’s commission of intentional, wrongful damage to property of the Company or an Affiliate; (ix) any chemical dependence of Executive which adversely affects the performance of his duties and responsibilities to the Company or an Affiliate; or (x) Executive’s violation of the Company’s or an Affiliate’s code of ethics, code of business conduct or similar policies applicable to Executive. The existence or non-existence of Cause shall be determined in good faith by the Board. The employment of Executive may also be terminated at any time by Executive by notice of resignation delivered to the Company not less than 90 days prior to the effective date of such resignation.

7. Severance for Terminations Other Than During the Post-Change Period.

(a) Except as otherwise provided in Section 8 and subject to Section 9, if Executive’s employment hereunder is terminated during the Employment Term (other than during the Post-Change Period) (1) by the Company other than for Cause and not due to disability (as determined in the good faith discretion of the Board), death or expiration of the Employment Term following notice by the Company not to extend the Employment Term in accordance with Section 3, or (2) by Executive for Good Reason, Executive shall be entitled to receive as severance: (i) an amount equal to two times Executive’s base salary pursuant to Section 4(a) (at the rate in effect immediately prior to the Termination Date), which amount shall be payable, commencing no earlier than the sixty-first day following such termination, in 24 equal monthly installments (other than the first such installment, which shall include all amounts that would otherwise have been paid to Executive if payment had commenced immediately following such termination of employment) in accordance with the Company’s payroll procedures over the 24-month period following the date of Executive’s termination (such 24-month period, the “Severance Period”); (ii) continued medical and dental benefits described in Section 4(c) for the Severance Period, at the same rate of employee and Company shared costs of such coverage as in effect from time to time for active employees of the Company; and (iii) a pro rata portion (based on the number of days Executive was employed by the Company during the calendar year of termination) of any annual incentive bonus otherwise payable in accordance with Section 4(b)(1) for the year of termination of Executive’s employment, payable no earlier than the date on which such bonus, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15^th of the

5

calendar year immediately following the calendar year of such termination. With respect to any such continued medical and dental benefits described in clause (ii) of the first sentence of this Section 7 for which Executive is eligible, (I) if the Company cannot continue such benefits without adverse tax consequences to Executive or the Company or for any other reason, the Company shall pay Executive for the cost of such benefits; (II) such benefits shall be discontinued in the event Executive becomes eligible for similar benefits from a successor employer (and Executive’s eligibility for any such benefits shall be reported by Executive to the Company); and (III) Executive’s period of “continuation coverage” for purposes of Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), shall be deemed to commence on the date of Executive’s termination of employment.

(b) For purposes of this Agreement (except during the Post-Change Period, where the definition of “Good Leaver Termination” (as defined in Section 8(b) below) shall instead be applicable in accordance with the terms of Section 8), “Good Reason” shall mean the occurrence, without Executive’s consent, of any of the following events: (i) an action by the Company resulting in a material adverse change in Executive’s reporting responsibilities or a material diminution in Executive’s duties or direct reports; or (ii) a material breach of any material provision of this Agreement by the Company (which is not in connection with the termination of Executive’s employment for Cause or due to Executive’s disability (as determined in the good faith discretion of the Board)); provided, that the occurrence of any event described in clause (i) or (ii) of this Section 7(b) may only constitute Good Reason if the relevant circumstances or conditions are not remedied by the Company within 30 days after receipt by the Company of written notice thereof from Executive.

8. Post-Change Period.

(a) Termination During the Post-Change Period. If Executive’s employment is terminated by the Company or an Affiliate during the “Post-Change Period” (as defined below), then, subject to Section 9, Executive shall be entitled to the benefits provided by Section 8(c) unless such termination is the result of the occurrence of one or more of the following events:

(i) Executive’s death;

(ii) Executive’s employment is terminated by the Company or an Affiliate due to disability (as determined in the good faith discretion of the Board); or

(iii) Cause (as defined in Section 8(e)(i)).

If, during the Post-Change Period, Executive’s employment is terminated by the Company or an Affiliate as described in clause (i), (ii) or (iii) of this Section 8(a), Executive will not be entitled to the benefits provided by Section 8(c).

(b) Good Leaver Termination by Executive. Executive may terminate employment with the Company during the Post-Change Period with the right to severance compensation as provided in Section 8(c) upon the occurrence of one or more of the following events without Executive’s prior written consent (regardless of whether any other reason, other than death, disability (as determined in the good faith discretion of the Board) or Cause, for such termination has occurred, including other employment) and any termination following the occurrence of one or more of such events shall hereafter be referred to as a “Good Leaver Termination”:

(i) the failure to maintain Executive in the position, or a substantially equivalent or superior position, with the Company and/or with a direct or indirect parent company of the Company that Executive held immediately prior to the Commencement Date, which is not remedied by the Company within 10 calendar days after receipt by the Company of notice from Executive of such failure;

6

(ii) (A) a reduction in Executive’s base salary pursuant to Section 4(a) hereof or (B) the termination or significant reduction in the aggregate of Executive’s right to participate in employee benefit plans or programs of the Company as in effect on the date hereof (other than Incentive Pay (as hereinafter defined) or any other bonus, incentive or stock or equity-based compensation or benefits), in either case which is not remedied by the Company within 10 calendar days after receipt by the Company of notice from Executive of such reduction or termination;

(iii) a reduction or elimination of Executive’s opportunity to earn Incentive Pay pursuant to any plan or program in effect on the date hereof which is not remedied by the Company within 10 calendar days after receipt by the Company of notice from Executive of such reduction or elimination (for the avoidance of doubt, changes in the value or performance of the Company or an Affiliate or successor of either following the Commencement Date shall not be considered a reduction or elimination of Executive’s opportunity to earn Incentive Pay); or

(iv) the Company requires Executive to have his principal place of work changed to any location that is more than 35 miles from the location thereof on the date hereof.

(c) Post-Change Period Severance. If the Company or an Affiliate terminates Executive’s employment during the Post-Change Period other than as described in clause (i), (ii) or (iii) of Section 8(a), or if Executive terminates his employment pursuant to a Good Leaver Termination, Executive shall not be entitled to the severance compensation described in Section 7, and, subject to Section 9, the Company will instead pay or provide to Executive the following payments and benefits:

(1) A lump sum payment in an amount equal to all Base Pay and Incentive Pay (other than for the calendar year of such termination of employment) owed to Executive for periods on or prior to the Termination Date, which payment shall be made no later than the first regularly scheduled payroll period following the Termination Date.

(2) An amount equal to the sum of (x) two times Executive’s base salary pursuant to Section 4(a) (at the rate in effect immediately prior to the Termination Date) and (y) two times Incentive Pay (in an amount equal to the highest amount of Incentive Pay earned by Executive in any calendar year during the three calendar years immediately preceding the year in which the Commencement Date occurred), which amount shall be payable, commencing no earlier than the sixty-first day following such termination, in twenty-four (24) equal monthly installments (other than the first such installment, which shall include all amounts that would otherwise have been paid to Executive if payment had commenced immediately following such termination of employment) in accordance with the Company’s payroll procedures over the 24-month period following the date of Executive’s termination.

(3) In the event that the Termination Date occurs after June 30^th in any calendar year, a lump sum payment equal to one times Incentive Pay for such calendar year, multiplied by a fraction, the numerator of which is the number of days between (and including) January 1^st of the calendar year in which the Termination Date occurs and the Termination Date, and the denominator of which is 365, which amount shall be payable no earlier than the date on which such Incentive Pay, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15^th of the calendar year immediately following the calendar year of such termination.

7

(4) For a period of 24 months following the Termination Date (the “Continuation Period”), the Company will provide Executive with medical, dental and life insurance benefits consistent with the terms in effect for such benefits for active employees of the Company during the Continuation Period. If and to the extent that any benefit described in this Section 8(c)(4) is not or cannot be paid or provided under any Company plan or program without adverse tax consequences to Executive or the Company or for any other reason, then the Company shall pay Executive for the cost of such benefits. Without otherwise limiting the purposes of Section 8(d), employee benefits otherwise receivable by Executive pursuant to this Section 8(c)(4) will be reduced to the extent comparable welfare benefits are actually received by Executive from another employer during the Continuation Period following Executive’s Termination Date, and any such benefits actually received by Executive shall be reported by Executive to the Company. The foregoing to the contrary notwithstanding, to the extent required in order to comply with Section 409A of the Code, in no event shall any such benefits be provided beyond the end of the second calendar year that begins after Executive’s “separation from service” within the meaning of Section 409A of the Code.

(5) The Company will provide Executive outplacement services in the amount of $30,000.

(d) No Mitigation Obligation; Effect on Other Rights. The payment of the severance compensation by the Company to Executive in accordance with the terms of this Section 8 is hereby acknowledged by the Company to be reasonable, and Executive will not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, except as expressly provided in the penultimate sentence of Section 8(c)(4). This Section 8 will not affect any rights (other than any rights to severance, termination, retention or similar compensation or benefits) that Executive may have pursuant to any agreement, plan or policy of the Company or a subsidiary thereof providing employee benefits, which rights shall be governed by the terms thereof.

(e) Certain Defined Terms. The following terms have the following meanings when used in this Section 8:

(i) “Cause” means that Executive shall have:

(1) been convicted of a criminal violation involving fraud, embezzlement or theft;

(2) committed intentional wrongful damage to property of the Company or any Affiliate; or

(3) committed intentional wrongful disclosure of confidential information of the Company or any Affiliate.

Nothing herein will limit the right of Executive or his beneficiaries to contest the validity of any determination by the Company to terminate Executive for Cause.

(ii) “Incentive Pay” means the annual incentive bonus arrangement described in Section 4(b)(1).

(iii) “Post-Change Period” means the period of time commencing on the Commencement Date and continuing until the second anniversary of the Commencement Date.

8

(iv) “Termination Date” means the date on which Executive’s employment with the Company and its Affiliates is terminated.

9. Termination of Compensation and Benefits; Execution of Release; Coordination of Provisions. If Executive’s employment terminates otherwise than in a termination entitling him to severance pay and benefits pursuant to Section 7 or Section 8, Executive shall not be entitled to any severance, termination pay or similar compensation or benefits, provided that Executive shall be entitled to any benefits then due or accrued in accordance with the applicable employee benefit plans of the Company or applicable law, including “continuation coverage” under the Company’s group health plans for purposes of Section 4980B of the Code and any payments under Section 4(b)(3) to which Executive may be entitled following such termination. As a condition of receiving any severance compensation for which Executive otherwise qualifies under Section 7 or Section 8, or any payment under Section 4(b)(3), Executive agrees to execute within sixty (60) days following the date of Executive’s termination of employment a general release in favor of the Company in substantially the form set forth hereto as Exhibit B, such release to be delivered, and to have become fully irrevocable, on or before the end of such 60-day period. It is expressly agreed and understood that if such a release has not been executed and delivered and become fully irrevocable by the end of such 60-day period, no amounts or benefits under Sections 4(b)(3), 7 or 8 shall be or become payable (except that any continued medical, dental or life insurance benefits may be provided during such 60-day period pursuant to Section 7 or 8, as the case may be, but will cease to be provided on the last day of such period). Any severance compensation and benefits to which Executive may be entitled under Section 8 shall be in lieu of any severance compensation or benefits to which Executive may be entitled under Section 7. Executive acknowledges and agrees that, except as specifically described in Sections 4(b)(3), 7 and 8, all of Executive’s rights to any compensation, benefits (other than base salary earned through the date of termination of employment and any benefits due or accrued prior to termination of employment in accordance with the applicable employee benefit plans of the Company or applicable law), bonuses or severance from the Company or any Affiliate after termination of the Employment Term shall cease upon such termination.

10. Limitation on Payments and Benefits. Notwithstanding any provision of this Agreement to the contrary, no amount or benefit shall be paid or provided under this Agreement or otherwise to an extent or in a manner that would result in payments or benefits (or other compensation) not being fully deductible by the Company or an Affiliate for federal income tax purposes because of Section 280G of the Code, or any successor provision thereto (or that would result in Executive being subject to the excise tax imposed by Section 4999 of the Code, or any successor provision thereto). The determination of whether any such payments or benefits to be provided under this Agreement or otherwise would not be so deductible (or whether Executive would be subject to such excise tax) shall be made at the expense of the Company, if requested by either Executive or the Company, by a firm of independent accountants or a law firm selected by the Company and reasonably acceptable to Executive. The Company and Executive shall cooperate to submit for approval by the shareholders of the Company, Parent or another applicable Affiliate, in accordance with Section 280G(b)(5) of the Code, payments and benefits that may be made or provided to Executive that may otherwise be considered “parachute payments,” as defined in Section 280G(b)(2) of the Code. In the event that any payment or benefit intended to be provided under this Agreement or otherwise would constitute a “parachute payment,” as defined in Section 280G of the Code, the Company shall designate the payments and/or benefits (beginning with cash payments) to be reduced or modified so that the Company or an Affiliate is not denied any federal income tax deductions for any such parachute payment because of Section 280G of the Code (or so that Executive is not subject to the excise tax imposed by Section 4999 of the Code).

9

11. Notice. Any notices required or permitted hereunder shall be in writing and shall be deemed to have been given when personally delivered or when mailed, certified or registered mail, or sent by reputable overnight courier, postage prepaid, to the addresses set forth as follows:

If to the Company:

Associated Materials LLC
3773 State Road
Cuyahoga Falls, OH 44223

With copies, which shall not constitute notice, to:

Carey Investment Holdings Corp.
c/o Hellman & Friedman LLC
One Maritime Plaza, 12th Floor
San Francisco, CA 94111
Attention: Erik Ragatz and Arrie Park, Esq.

-and-

Simpson Thacher & Bartlett LLP
2550 Hanover Street
Palo Alto, CA 94304
Attention: Chad Skinner, Esq. and Tristan Brown, Esq.

If to Executive, to such address as shall most currently appear on the records of the Company.

or to such other address as shall be furnished in writing by either party to the other party; provided that such notice or change in address shall be effective only when actually received by the other party.

12. General.

(a) GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY. ANY ACTION TO ENFORCE THIS AGREEMENT AND/OR THE EXHIBITS HERETO MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN THE CITY OF WILMINGTON, DELAWARE. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION. EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

10

(b) Construction and Severability. If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the parties undertake to implement all efforts which are necessary, desirable and sufficient to amend, supplement or substitute all and any such invalid, illegal or unenforceable provisions with enforceable and valid provisions which would produce as nearly as may be possible the result previously intended by the parties without renegotiation of any material terms and conditions stipulated herein.

(c) Assignability. Executive may not assign his interest in or delegate his duties under this Agreement. This Agreement is for the employment of Executive, personally, and the services to be rendered by him under this Agreement must be rendered by him and no other person. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Company and its successors and assigns. Without limiting the foregoing and notwithstanding anything else in this Agreement to the contrary, the Company may assign this Agreement to, and all rights hereunder shall inure to the benefit of, any subsidiary of the Company or any person, firm or corporation resulting from the reorganization of the Company or succeeding to the business or assets of the Company by purchase, merger, consolidation or otherwise.

(d) Warranty by Executive. Executive represents and warrants to the Company that Executive is not subject to any contract, agreement, judgment, order or decree of any kind, or any restrictive agreement of any character, that restricts Executive’s ability to perform his obligations under this Agreement or that would be breached by Executive upon his performance of his duties pursuant to this Agreement, and Executive shall indemnify and hold harmless the Company and the Affiliates from and against any and all liabilities, losses, claims, obligations or the like arising from or in connection with any breach of, or inaccuracy in, Executive’s representations and warranties contained in this sentence.

(e) Compliance with Rules and Policies. Executive shall perform all services in accordance with the lawful policies, procedures and rules established by the Company and the Board. In addition, Executive shall comply with all laws, rules and regulations that are generally applicable to the Company or its subsidiaries and their respective employees, directors and officers.

(f) Withholding Taxes. All amounts payable hereunder shall be subject to the withholding of all applicable taxes and deductions required by any applicable law.

(g) Entire Agreement; Modification; Effectiveness of Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, supersedes all prior agreements and undertakings (including, without limitation, the Prior Employment Agreement), both written and oral, and may not be modified or amended in any way except in writing by the parties hereto. Notwithstanding anything to the contrary herein, this Agreement shall not become effective until the Commencement Date. If the Merger does not occur, then this Agreement shall be of no force or effect.

(h) Duration. Notwithstanding the Employment Term hereunder, this Agreement shall continue for so long as any obligations remain under this Agreement.

(i) Termination On or After Expiration of the Employment Term. Unless the Company and Executive otherwise agree in writing, any continuation of Executive’s employment with the Company and its Affiliates beyond the expiration of the Employment Term shall be deemed an employment “at will” and shall not be deemed to extend any of the provisions of this Agreement (other than as provided in Section 12(j) below), and Executive’s employment may thereafter be terminated “at will” by Executive or the Company.

11

(j) Survival. The covenants set forth in Section 5 and the parties’ respective rights and obligations under Section 8 shall survive and shall continue to be binding upon Executive and the Company, as the case may be, in accordance with their terms, notwithstanding the termination or expiration of this Agreement or the termination of Executive’s employment for any reason whatsoever.

(k) Waiver. No waiver by either party hereto of any of the requirements imposed by this Agreement on, or any breach of any condition or provision of this Agreement to be performed by, the other party shall be deemed a waiver of a similar or dissimilar requirement, provision or condition of this Agreement at the same or any prior or subsequent time. Any such waiver shall be express and in writing, and there shall be no waiver by conduct. Pursuit by either party of any available remedy, either in law or equity, or any action of any kind, does not constitute waiver of any other remedy or action. Such remedies are cumulative and not exclusive.

(l) Counterparts. This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument.

(m) Section References. The words Section and paragraph herein shall refer to provisions of this Agreement unless expressly indicated otherwise.

[Signature page follows]

12

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have hereunto executed this Agreement as of the day and year first written above.

ASSOCIATED MATERIALS LLC
/s/ Stephen E. Graham
By:	Stephen E. Graham
Its:	Vice President—Chief Financial Officer, Treasurer and Secretary
EXECUTIVE
/s/ Thomas N. Chieffe
Thomas N. Chieffe

Signature Page to Employment Agreement

EXHIBIT A
Annual Incentive Bonus

Executive is eligible to receive an annual bonus, with a target bonus equal to 100% of base salary. With respect to each fiscal year, the amount of annual bonus payable will be based upon the achievement of both (i) an Adjusted EBITDA goal (the “EBITDA Bonus”) and (ii) other operating metrics (the “OM Bonus”). The EBITDA Bonus will constitute at least 50% of the annual bonus. For the 2010 fiscal year, Executive’s annual bonus will be calculated and paid in accordance with Exhibit A to the Prior Employment Agreement and consistent with the Company’s past practices with respect to Executive. For the 2011 fiscal year, (x) the EBITDA Bonus will constitute 70% of the annual target bonus and the OM Bonus will constitute the remaining 30% of the annual target bonus, and (y) the table below shows the applicable bonus ranges for the EBITDA Bonus. For the OM Bonus, the applicable operating metrics for each fiscal year, as well as the bonus ranges for these metrics, will be mutually agreed by the Company and Executive within the first 90 days of each such fiscal year.

Fiscal Year 2011 Bonus Ranges

	Threshold			Target			Target+			Superior			Excellence			Excellence+
Percentage of Adjusted EBITDA Goal of $180 Million Achieved		92	%		100	%		105	%		110	%		115	%		120	%
Percentage of EBITDA Bonus Payable		20	%		100	%		150	%		200	%		250	%		300	%

For purposes of Executive’s annual incentive bonus and the computation thereof:

1. Base salary shall mean the annual rate of base salary in effect under this Agreement as of December 31 of the calendar year to which the bonus relates.

2. “Adjusted EBITDA” means the “EBITDA” of Intermediate for the applicable fiscal year, as such term is as defined in the Indenture, except that clause (1)(i) of such definition shall not apply for purposes of this Agreement. “Indenture” means the Indenture dated as of October 13, 2010 among the Carey Acquisition Corp., Carey New Finance, Inc., Associated Materials, LLC, Wells Fargo Bank, National Association and the other parties thereto, as amended from time to time.

3. For purposes of illustration, if Executive’s target annual bonus is $625,000 (100% of salary in 2011), the target EBITDA Bonus for 2011 will equal $437,500 (70% of Executive’s base salary) and the target OM Bonus for 2011 will equal $187,500 (30% of Executive’s base salary). If 120% of the Adjusted EBITDA goal is achieved in 2011, the EBITDA Bonus would be $1,312,500 (300% times $437,500). In addition, if 100% of the goal for the other operating metrics is achieved, Executive’s OM Bonus would be $187,500 for a total annual bonus of $1,500,000.

1

4. The Adjusted EBITDA targets as set forth in this Exhibit A will be adjusted by the Board (or its compensation committee) in good faith to reflect each acquisition or disposition by the Company or any of its Affiliates subsequent to the Commencement Date of any business, operation, entity (including the acquisition of only a portion of an entity whose results will be consolidated by the Company in accordance with generally accepted accounting principles), division of any entity or any assets outside the ordinary course of business. If the Company or any Affiliate makes such an acquisition or disposition in a given fiscal year, the Adjusted EBITDA target for such fiscal year and subsequent fiscal years, if applicable, shall be proportionately adjusted, fairly and appropriately, and only to the extent deemed necessary by the Board (or its compensation committee) (after consultation with the Company’s accountants), in the exercise of its good faith judgment, in order to accurately reflect the direct and measurable effect such acquisition or disposition has or is reasonably expected to have on such Adjusted EBITDA target(s). In addition, to the extent applicable, Adjusted EBITDA target(s) will be adjusted by the Board (or its compensation committee) (after consultation with the Company’s accountants) in good faith to reflect any changes in generally accepted accounting principles promulgated by accounting standard setters in order to accurately reflect the effect of such changes on such Adjusted EBITDA target(s). The intent of such adjustments is to keep the probability of achieving the Adjusted EBITDA targets the same as if the event triggering such adjustment had not occurred. The Board’s (or its compensation committee’s) determination of such necessary adjustment(s) shall be made within 90 days following the completion or closing of such event, as applicable, and shall be based on the Company’s accounting as set forth in its books and records and on the Company’s financial plan pursuant to which the Adjusted EBITDA targets were originally established. Any such adjustment(s) made in good faith shall be final and binding on all persons.

2

EXHIBIT B

GENERAL RELEASE

THIS AGREEMENT AND RELEASE, dated as of                     , 201   (this “Agreement”), is entered into by and between Thomas N. Chieffe (“Executive”) and Associated Materials LLC (the “Company”).

WHEREAS, Executive is currently employed with the Company; and

WHEREAS, Executive’s employment with the Company will terminate effective as of           , 20     ;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, Executive and the Company hereby agree as follows:

1. Executive shall be provided severance pay and other benefits (the “Severance Benefits”) in accordance with the terms and conditions of [Section 7/Section 8] of the employment agreement by and between Executive and the Company, dated as of October 13, 2010 (the “Employment Agreement”); provided that, no such Severance Benefits shall be paid or provided if Executive revokes this Agreement pursuant to Section 5 below.

2. Executive, for and on behalf of himself and Executive’s heirs, successors, agents, representatives, executors and assigns, hereby waives and releases any common law, statutory or other complaints, claims, demands, expenses, damages, liabilities, charges or causes of action (each, a “Claim”) arising out of or relating to Executive’s employment or termination of employment with, Executive’s serving in any capacity in respect of, or Executive’s status at any time as a holder of any securities of, any of the Company and any of its affiliates (collectively, the “Company Group”), both known and unknown, in law or in equity, which Executive may now have or ever had against any member of the Company Group or any equityholder, agent, representative, administrator, trustee, attorney, insurer, fiduciary, employee, director or officer of any member of the Company Group, including their successors and assigns (collectively, the “Company Releasees”), including, without limitation, any claim for any severance benefit which might have been due Executive under any previous agreement executed by and between any member of the Company Group and Executive, and any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the basis of age against individuals who are age 40 or older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Equal Pay Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, and the New York State Human Rights Law, all as amended; and all other federal, state and local statutes, ordinances and regulations. By signing this Agreement, Executive acknowledges that Executive intends to waive and release any rights known or unknown Executive may have against the Company Releasees under these and any other laws; provided that, Executive does not waive or release Claims (i) with respect to the right to enforce this Agreement or those provisions of the Employment Agreement that expressly survive the termination of Executive’s employment with the Company, (ii) with respect to any vested right Executive may have under any employee pension or welfare benefit plan of the Company Group, or (iii) any rights to indemnification preserved by Section 5 of the Employment Agreement or under any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Company’s certificates of incorporation, charter and by-laws, or (iv) with respect to any claims that cannot legally be waived.

1

3. Executive acknowledges that Executive has been given twenty-one (21) days from the date of receipt of this Agreement to consider all of the provisions of the Agreement and, to the extent he has not used the entire 21-day period prior to executing the Agreement, he does hereby knowingly and voluntarily waive the remainder of said 21-day period. EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE COMPANY RELEASEES, AS DESCRIBED HEREIN AND THE OTHER PROVISIONS HEREOF. EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT AND EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY.

4. Executive shall have seven (7) days from the date of Executive’s execution of this Agreement to revoke the release, including with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA). If Executive revokes the Agreement, Executive will be deemed not to have accepted the terms of this Agreement.

5. Executive hereby agrees not to defame or disparage any member of the Company Group or any executive, manager, director, or officer of any member of the Company Group in any medium to any person without limitation in time. The Company hereby agrees that its board of directors and the executives, managers and officers of the members of the Company Group shall not defame or disparage Executive in any medium to any person without limitation in time. Notwithstanding this provision, either party may confer in confidence with his or its legal representatives and make truthful statements as required by law.

[Signature page follows]

2

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ASSOCIATED MATERIALS LLC

By:

Its:

EXECUTIVE

Thomas N. Chieffe

3

EX-10.17

Exhibit 10.17

EXECUTION COPY

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 13, 2010 (the “Commencement Date”), is made by and between Associated Materials LLC, a Delaware limited liability company (the “Company”), and Stephen Graham (“Executive”).

WHEREAS, pursuant to the Agreement and Plan of Merger by and among AMH Holdings II, Inc., a Delaware corporation (“AMH II”), Carey Investment Holdings Corp., a Delaware corporation (“Parent”), Carey Intermediate Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Intermediate”), and Carey Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Intermediate (“Merger Sub”), dated as of September 8, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), Merger Sub has agreed, subject to the terms and conditions of the Merger Agreement, to merge with and into AMH II, whereby Merger Sub will cease to exist and AMH II will become a wholly-owned subsidiary of Parent (the “Merger”);

WHEREAS, Executive previously entered into an employment agreement, dated as of February 17, 2010, with the Company (as amended or amended and restated from time to time, the “Prior Employment Agreement”);

WHEREAS, Executive currently serves as Vice President, Chief Financial Officer of the Company; and

WHEREAS, upon the consummation of the Merger, the Company desires to secure for itself and affiliates the continuing services of Executive, and Executive desires to provide such continuing services, in each case, pursuant to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Employment. On the terms and subject to the conditions set forth herein, the Company hereby employs Executive as the Vice President, Chief Financial Officer of the Company, and Executive accepts such employment, for the Employment Term (as defined in Section 3). During the Employment Term, Executive shall report to the President and Chief Executive Officer of the Company, performing such duties as shall be reasonably required of a vice president of a corporation of a similar size and nature to the Company, and shall have such other powers and perform such other duties as may from time to time be assigned to him by the President and Chief Executive Officer of the Company and the Board of Directors of Parent (the “Board”). To the extent requested by the Company’s President and Chief Executive Officer or the Board, Executive shall also serve on any committees of the Board and/or as a director, officer or employee of Parent or any other person or entity which, from time to time, is a direct or indirect subsidiary of Parent (Parent and each such subsidiary, person or entity, other than the Company, are hereinafter referred to collectively as the “Affiliates,” and individually as an “Affiliate”). Executive’s service as a director of the Company or as a director, officer or employee of any Affiliate shall be without additional compensation.

2. Performance. Executive will serve the Company faithfully and to the best of his ability and will devote his full business time, energy, experience and talents to the business of the Company and the Affiliates; provided, that it shall not be a violation of this Agreement for Executive to manage his personal investments and business affairs, or to engage in or serve such civic, community, charitable, educational, or religious organizations as he may reasonably select so long as such service does not interfere with Executive’s performance of his duties hereunder.

3. Employment Term. Subject to earlier termination pursuant to Section 6, Executive’s term of employment hereunder shall begin upon the Commencement Date and continue through the date which is three years following the Commencement Date; provided, that beginning on the third anniversary of the Commencement Date, and on each subsequent anniversary of the Commencement Date, such term shall be automatically extended by an additional one year beyond the end of the then-current term, unless, at least 90 days before such second anniversary of the Commencement Date, or 90 days before any such subsequent anniversary of the Commencement Date, the Board gives written notice to Executive that the Company does not desire to extend the term of this Agreement, in which case, the term of employment hereunder shall terminate as of the third anniversary of the Commencement Date or the end of the then-current term, as applicable (the term of employment hereunder, including any extensions, in accordance with this Section 3, shall be referred to herein as the “Employment Term”).

4. Compensation and Benefits.

(a) Salary. As compensation for his services hereunder and in consideration of Executive’s other agreements hereunder, during the Employment Term, the Company shall pay Executive a base salary, payable in equal installments in accordance with the Company’s payroll procedures, at an annual rate of $312,000, subject to annual review by the Board (or its compensation committee) which may increase, but not decrease, Executive’s base salary.

(b) Annual Incentive Bonus; Stock Options. Commencing on the Commencement Date, Executive shall be entitled to participate in an annual incentive bonus arrangement established by the Company on terms and conditions substantially as set forth in Exhibit A hereto. Any annual incentive bonus to which Executive is entitled under this Agreement for any calendar year shall be paid in a cash lump-sum within 30 days following the close of Intermediate’s books and completion of Intermediate’s annual audit by its external accountants for such calendar year but in any event shall not be paid later than March 15^th of the calendar year immediately following the calendar year to which the bonus relates. Executive shall also be entitled to participate in the stock option plan established by Parent.

(c) Retirement, Medical, Dental and Other Benefits. During the Employment Term, Executive shall, in accordance with the terms and conditions of the applicable plan documents and all applicable laws, be eligible to participate in the various retirement, medical, dental and other employee benefit plans made available by the Company, from time to time, for its executives.

(d) Vacation; Sick Leave. During the Employment Term, Executive shall be entitled to not less than four weeks of vacation during each calendar year and sick leave in accordance with the Company’s policies and practices with respect to its executive officers.

(e) Business Expenses. The Company shall reimburse or advance payment to Executive for all reasonable expenses actually incurred by him in connection with the performance of his duties hereunder in accordance with policies established by the Company from time to time and subject to receipt by the Company of appropriate documentation.

5. Covenants of Executive. Executive acknowledges that in the course of his employment with the Company he has and will become familiar with the Company’s and the Affiliates’ trade secrets and with other confidential information concerning the Company and the Affiliates, and that his services are of special, unique and extraordinary value to the Company and the Affiliates. Therefore, the Company and Executive mutually agree that it is in the interest of both parties for Executive to enter into the restrictive covenants set forth in this Section 5 and that such restrictions and covenants are reasonable given the nature of Executive’s duties and the nature of the Company’s business.

2

(a) Noncompetition. During the Employment Term and for the two year period following termination of the Employment Term (the “Restricted Period”), Executive shall not, within any jurisdiction or marketing area in which the Company or any Affiliate is doing or is qualified to do business, directly or indirectly, own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any manner with, any Business (as hereinafter defined); provided that Executive’s ownership of securities of two percent (2%) or less of any class of securities of a public company shall not, by itself, be considered to be competition with the Company or any Affiliate. For purposes of this Agreement, “Business” shall mean the manufacturing, production, distribution or sale of exterior residential building products, including, without limitation, vinyl siding, windows, fencing, decking, railings and garage doors, or any other business of a type and character engaged in by the Company or an Affiliate during the Employment Term (including, without limitation, any business in which the Company or any Affiliate has specific plans to conduct in the future and as to which Executive was aware of such planning at or prior to the time Executive’s employment is terminated).

(b) Nonsolicitation. During the Employment Term and the Restricted Period, Executive shall not, directly or indirectly, (i) hire or employ, solicit for employment or otherwise contract for the services of any individual who is or was an employee or consultant of the Company or any Affiliate; (ii) otherwise induce or attempt to induce any employee or consultant of the Company or an Affiliate to leave the employ or service of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee or consultant respectively thereof; or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate to cease doing business with the Company or such Affiliate, or interfere in any way with the relationship between any such customer, supplier, licensee or business relation and the Company or any Affiliate.

(c) Nondisclosure; Inventions. For the Employment Term and at all times thereafter, (i) Executive shall not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Board of any such order), directly or indirectly, other than in the regular and proper course of business of the Company and the Affiliates, any customer lists, trade secrets or other confidential knowledge or information with respect to the operations or finances of the Company or any Affiliates or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company or the Affiliates, including, without limitation, any know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals concerning the past, current or future business, activities and operations of the Company and the Affiliates (all of the foregoing collectively hereinafter referred to as “Confidential Information”), and (ii) Executive will not use, directly or indirectly, any Confidential Information for the benefit of anyone other than the Company and the Affiliates; provided, that Executive has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the general public other than through disclosure by Executive. All Confidential Information, new processes, techniques, know-how, methods, inventions, plans, products, patents and devices developed, made or invented by Executive, alone or with others, while an employee of the Company which are related to the business of the Company and the Affiliates shall be and become the sole property of the Company, unless released in writing by the Board, and Executive hereby assigns any and all rights therein or thereto to the Company.

3

(d) Nondisparagement. During the Employment Term and at all times thereafter, Executive shall not take any action to disparage or criticize the Company or any Affiliate or their respective employees, directors, owners or customers or to engage in any other action that injures or hinders the business relationships of the Company or any Affiliate. Nothing contained in this Section 5(d) shall preclude Executive from enforcing his rights under this Agreement.

(e) Return of Company Property. All Confidential Information, files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company or an Affiliate, whether prepared by Executive or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of the Company and shall be delivered to the Company, and not retained by Executive (including, without limitations, any copies thereof), promptly upon request by the Company and, in any event, promptly upon termination of the Employment Term.

(f) Enforcement. Executive acknowledges that a breach of his covenants contained in this Section 5 may cause irreparable damage to the Company and the Affiliates, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach would be inadequate. Accordingly, Executive agrees that if he breaches or threatens to breach any of the covenants contained in this Section 5, in addition to any other remedy which may be available at law or in equity, the Company and the Affiliates shall be entitled to specific performance and injunctive relief to prevent the breach or any threatened breach thereof without bond or other security or a showing that monetary damages will not provide an adequate remedy.

(g) Scope of Covenants. The Company and Executive further acknowledge that the time, scope, geographic area and other provisions of this Section 5 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement. In the event that the agreements in this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action.

6. Termination. The employment of Executive hereunder shall automatically terminate at the end of the Employment Term. The employment of Executive hereunder and the Employment Term may also be terminated at any time by the Company with or without Cause. For purposes of this Agreement, except as otherwise provided in Section 8, “Cause” shall mean: (i) embezzlement, theft or misappropriation by Executive of any property of the Company or an Affiliate; (ii) any breach by Executive of Executive’s covenants under Section 5; (iii) any breach by Executive of any other material provision of this Agreement which breach is not cured, to the extent susceptible to cure, within 30 days after the Company has given written notice to Executive describing such breach; (iv) willful failure by Executive to perform the duties of his employment hereunder which continues for a period of 14 days following written notice thereof by the Company to Executive; (v) the conviction of, or a plea of nolo contendere (or a similar plea) to, any criminal offense that is a felony or involves fraud, or any other criminal offense punishable by imprisonment of at least one year or materially injurious to the business or reputation of the Company or an Affiliate involving theft, dishonesty, misrepresentation or moral turpitude; (vi) gross negligence or willful misconduct on the part of Executive in the performance of his duties as an employee, officer or director of the Company or an Affiliate; (vii) Executive’s breach of his fiduciary obligations to the Company or an Affiliate; (viii) Executive’s commission of intentional, wrongful damage to property of the Company or an Affiliate; (ix) any chemical

4

dependence of Executive which adversely affects the performance of his duties and responsibilities to the Company or an Affiliate; or (x) Executive’s violation of the Company’s or an Affiliate’s code of ethics, code of business conduct or similar policies applicable to Executive. The existence or non-existence of Cause shall be determined in good faith by the Board. The employment of Executive may also be terminated at any time by Executive by notice of resignation delivered to the Company not less than 90 days prior to the effective date of such resignation.

7. Severance for Terminations Other Than During the Post-Change Period. Except as otherwise provided in Section 8 and subject to Section 9, if Executive’s employment hereunder is terminated during the Employment Term (other than during the Post-Change Period) by the Company or is terminated due to expiration of the Employment Term following notice by the Company not to extend the Employment Term in accordance with Section 3, in each case other than for Cause or due to disability (as determined in the good faith discretion of the Board) or death, Executive shall be entitled to receive as severance: (i) an amount equal to Executive’s base salary pursuant to Section 4(a) (at the rate in effect immediately prior to the Termination Date), which amount shall be payable, commencing no earlier than the sixty-first day following such termination, in 12 equal monthly installments (other than the first such installment, which shall include all amounts that would otherwise have been paid to Executive if payment had commenced immediately following such termination of employment) in accordance with the Company’s payroll procedures over the 12-month period following the date of Executive’s termination (such 12-month period, the “Severance Period”); (ii) continued medical and dental benefits described in Section 4(c) for the Severance Period, at the same rate of employee and Company shared costs of such coverage as in effect from time to time for active employees of the Company; and (iii) a pro rata portion (based on the number of days Executive was employed by the Company during the calendar year of termination) of any annual incentive bonus otherwise payable in accordance with Section 4(b) for the year of termination of Executive’s employment, payable no earlier than the date on which such bonus, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15^th of the calendar year immediately following the calendar year of such termination. With respect to any such continued medical and dental benefits described in clause (ii) of the first sentence of this Section 7 for which Executive is eligible, (I) if the Company cannot continue such benefits without adverse tax consequences to Executive or the Company or for any other reason, the Company shall pay Executive for the cost of such benefits; (II) such benefits shall be discontinued in the event Executive becomes eligible for similar benefits from a successor employer (and Executive’s eligibility for any such benefits shall be reported by Executive to the Company); and (III) Executive’s period of “continuation coverage” for purposes of Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), shall be deemed to commence on the date of Executive’s termination of employment.

8. Post-Change Period.

(a) Termination During the Post-Change Period. If Executive’s employment is terminated by the Company or an Affiliate during the “Post-Change Period” (as defined below), then, subject to Section 9, Executive shall be entitled to the benefits provided by Section 8(c) unless such termination is the result of the occurrence of one or more of the following events:

(i) Executive’s death;

(ii) Executive’s employment is terminated by the Company or an Affiliate due to disability (as determined in the good faith discretion of the Board); or

(iii) Cause (as defined in Section 8(e)(i)).

5

If, during the Post-Change Period, Executive’s employment is terminated by the Company or an Affiliate as described in clause (i), (ii) or (iii) of this Section 8(a), Executive will not be entitled to the benefits provided by Section 8(c).

(b) Good Leaver Termination by Executive. Executive may terminate employment with the Company during the Post-Change Period with the right to severance compensation as provided in Section 8(c) upon the occurrence of one or more of the following events without Executive’s prior written consent (regardless of whether any other reason, other than death, disability (as determined in the good faith discretion of the Board) or Cause, for such termination has occurred, including other employment) and any termination following the occurrence of one or more of such events shall hereafter be referred to as a “Good Leaver Termination”:

(i) the failure to maintain Executive in the position, or a substantially equivalent or superior position, with the Company and/or with a direct or indirect parent company of the Company that Executive held immediately prior to the Commencement Date, which is not remedied by the Company within 10 calendar days after receipt by the Company of notice from Executive of such failure;

(ii) (A) a reduction in Executive’s base salary pursuant to Section 4(a) hereof or (B) the termination or significant reduction in the aggregate of Executive’s right to participate in employee benefit plans or programs of the Company as in effect on the date hereof (other than Incentive Pay (as hereinafter defined) or any other bonus, incentive or stock or equity-based compensation or benefits), in either case which is not remedied by the Company within 10 calendar days after receipt by the Company of notice from Executive of such reduction or termination;

(iii) a reduction or elimination of Executive’s opportunity to earn Incentive Pay pursuant to any plan or program in effect on the date hereof which is not remedied by the Company within 10 calendar days after receipt by the Company of notice from Executive of such reduction or elimination (for the avoidance of doubt, changes in the value or performance of the Company or an Affiliate or successor of either following the Commencement Date shall not be considered a reduction or elimination of Executive’s opportunity to earn Incentive Pay); or

(iv) the Company requires Executive to have his principal place of work changed to any location that is more than 35 miles from the location thereof on the date hereof.

(c) Post-Change Period Severance. If the Company or an Affiliate terminates Executive’s employment during the Post-Change Period other than as described in clause (i), (ii) or (iii) of Section 8(a), or if Executive terminates his employment pursuant to a Good Leaver Termination, Executive shall not be entitled to the severance compensation described in Section 7, and, subject to Section 9, the Company will instead pay or provide to Executive the following payments and benefits:

(1) A lump sum payment in an amount equal to all Base Pay and Incentive Pay (other than for the calendar year of such termination of employment) owed to Executive for periods on or prior to the Termination Date, which payment shall be made no later than the first regularly scheduled payroll period following the Termination Date.

6

(2) An amount equal to the sum of (x) two times Executive’s base salary pursuant to Section 4(a) (at the rate in effect immediately prior to the Termination Date) and (y) two times Incentive Pay (in an amount equal to the highest amount of Incentive Pay earned by Executive in any calendar year during the three calendar years immediately preceding the year in which the Commencement Date occurred), which amount shall be payable, commencing no earlier than the sixty-first day following such termination, in twenty-four (24) equal monthly installments (other than the first such installment, which shall include all amounts that would otherwise have been paid to Executive if payment had commenced immediately following such termination of employment) in accordance with the Company’s payroll procedures over the 24-month period following the date of Executive’s termination.

(3) In the event that the Termination Date occurs after June 30^th in any calendar year, a lump sum payment equal to one times Incentive Pay for such calendar year, multiplied by a fraction, the numerator of which is the number of days between (and including) January 1^st of the calendar year in which the Termination Date occurs and the Termination Date, and the denominator of which is 365, which amount shall be payable no earlier than the date on which such Incentive Pay, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15^th of the calendar year immediately following the calendar year of such termination.

(4) For a period of 24 months following the Termination Date (the “Continuation Period”), the Company will provide Executive with medical, dental and life insurance benefits consistent with the terms in effect for such benefits for active employees of the Company during the Continuation Period. If and to the extent that any benefit described in this Section 8(c)(4) is not or cannot be paid or provided under any Company plan or program without adverse tax consequences to Executive or the Company or for any other reason, then the Company shall pay Executive for the cost of such benefits. Without otherwise limiting the purposes of Section 8(d), employee benefits otherwise receivable by Executive pursuant to this Section 8(c)(4) will be reduced to the extent comparable welfare benefits are actually received by Executive from another employer during the Continuation Period following Executive’s Termination Date, and any such benefits actually received by Executive shall be reported by Executive to the Company. The foregoing to the contrary notwithstanding, to the extent required in order to comply with Section 409A of the Code, in no event shall any such benefits be provided beyond the end of the second calendar year that begins after Executive’s “separation from service” within the meaning of Section 409A of the Code.

(5) The Company will provide Executive outplacement services in the amount of $30,000.

(d) No Mitigation Obligation; Effect on Other Rights. The payment of the severance compensation by the Company to Executive in accordance with the terms of this Section 8 is hereby acknowledged by the Company to be reasonable, and Executive will not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, except as expressly provided in the penultimate sentence of Section 8(c)(4). This Section 8 will not affect any rights (other than any rights to severance, termination, retention or similar compensation or benefits) that Executive may have pursuant to any agreement, plan or policy of the Company or a subsidiary thereof providing employee benefits, which rights shall be governed by the terms thereof.

(e) Certain Defined Terms. The following terms have the following meanings when used in this Section 8:

(i) “Cause” means that Executive shall have:

(1) been convicted of a criminal violation involving fraud, embezzlement or theft

7

(2) committed intentional wrongful damage to property of the Company or any Affiliate; or

(3) committed intentional wrongful disclosure of confidential information of the Company or any Affiliate.

Nothing herein will limit the right of Executive or his beneficiaries to contest the validity of any determination by the Company to terminate Executive for Cause.

(ii) “Incentive Pay” means the annual incentive bonus arrangement described in Section 4(b).

(iii) “Post-Change Period” means the period of time commencing on the Commencement Date and continuing until the second anniversary of the Commencement Date.

(iv) “Termination Date” means the date on which Executive’s employment with the Company and its Affiliates is terminated.

9. Termination of Compensation and Benefits; Execution of Release; Coordination of Provisions. If Executive’s employment terminates otherwise than in a termination entitling him to severance pay and benefits pursuant to Section 7 or Section 8, Executive shall not be entitled to any severance, termination pay or similar compensation or benefits, provided that Executive shall be entitled to any benefits then due or accrued in accordance with the applicable employee benefit plans of the Company or applicable law, including “continuation coverage” under the Company’s group health plans for purposes of Section 4980B of the Code. As a condition of receiving any severance compensation for which Executive otherwise qualifies under Section 7 or Section 8, Executive agrees to execute within sixty (60) days following the date of Executive’s termination of employment a general release in favor of the Company in substantially the form set forth hereto as Exhibit B, such release to be delivered, and to have become fully irrevocable, on or before the end of such 60-day period. It is expressly agreed and understood that if such a release has not been executed and delivered and become fully irrevocable by the end of such 60-day period, no amounts or benefits under Section 7 or 8 shall be or become payable (except that any continued medical, dental or life insurance benefits may be provided during such 60-day period pursuant to Section 7 or 8, as the case may be, but will cease to be provided on the last day of such period). Any severance compensation and benefits to which Executive may be entitled under Section 8 shall be in lieu of any severance compensation or benefits to which Executive may be entitled under Section 7. Executive acknowledges and agrees that, except as specifically described in Section 7 and Section 8, all of Executive’s rights to any compensation, benefits (other than base salary earned through the date of termination of employment and any benefits due or accrued prior to termination of employment in accordance with the applicable employee benefit plans of the Company or applicable law), bonuses or severance from the Company or any Affiliate after termination of the Employment Term shall cease upon such termination.

10. Limitation on Payments and Benefits. Notwithstanding any provision of this Agreement to the contrary, no amount or benefit shall be paid or provided under this Agreement or otherwise to an extent or in a manner that would result in payments or benefits (or other compensation) not being fully deductible by the Company or an Affiliate for federal income tax purposes because of Section 280G of the Code, or any successor provision thereto (or that would result in Executive being subject to the excise tax imposed by Section 4999 of the Code, or any successor provision thereto). The determination of whether any such payments or benefits to be provided under this Agreement or otherwise would not be so deductible (or whether Executive would be subject to such excise tax) shall be made at the expense of the Company, if requested by either Executive or the Company, by a firm of independent

8

accountants or a law firm selected by the Company and reasonably acceptable to Executive. In the event that any payment or benefit intended to be provided under this Agreement or otherwise would constitute a “parachute payment,” as defined in Section 280G of the Code, the Company shall designate the payments and/or benefits (beginning with cash payments) to be reduced or modified so that the Company or an Affiliate is not denied any federal income tax deductions for any such parachute payment because of Section 280G of the Code (or so that Executive is not subject to the excise tax imposed by Section 4999 of the Code).

11. Notice. Any notices required or permitted hereunder shall be in writing and shall be deemed to have been given when personally delivered or when mailed, certified or registered mail, or sent by reputable overnight courier, postage prepaid, to the addresses set forth as follows:

If to the Company:

Associated Materials LLC
3773 State Road
Cuyahoga Falls, OH 44223

With copies, which shall not constitute notice, to:

Carey Investment Holdings Corp.
c/o Hellman & Friedman LLC
One Maritime Plaza, 12th Floor
San Francisco, CA 94111
Attention: Erik Ragatz and Arrie Park, Esq.

-and-

Simpson Thacher & Bartlett LLP
2550 Hanover Street
Palo Alto, CA 94304
Attention: Chad Skinner, Esq. and Tristan Brown, Esq.

If to Executive, to such address as shall most currently appear on the records of the Company.

or to such other address as shall be furnished in writing by either party to the other party; provided that such notice or change in address shall be effective only when actually received by the other party.

12. General.

(a) GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY. ANY ACTION TO ENFORCE THIS AGREEMENT AND/OR THE EXHIBITS

9

HERETO MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN THE CITY OF WILMINGTON, DELAWARE. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION. EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(b) Construction and Severability. If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the parties undertake to implement all efforts which are necessary, desirable and sufficient to amend, supplement or substitute all and any such invalid, illegal or unenforceable provisions with enforceable and valid provisions which would produce as nearly as may be possible the result previously intended by the parties without renegotiation of any material terms and conditions stipulated herein.

(c) Assignability. Executive may not assign his interest in or delegate his duties under this Agreement. This Agreement is for the employment of Executive, personally, and the services to be rendered by him under this Agreement must be rendered by him and no other person. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Company and its successors and assigns. Without limiting the foregoing and notwithstanding anything else in this Agreement to the contrary, the Company may assign this Agreement to, and all rights hereunder shall inure to the benefit of, any subsidiary of the Company or any person, firm or corporation resulting from the reorganization of the Company or succeeding to the business or assets of the Company by purchase, merger, consolidation or otherwise.

(d) Warranty by Executive. Executive represents and warrants to the Company that Executive is not subject to any contract, agreement, judgment, order or decree of any kind, or any restrictive agreement of any character, that restricts Executive’s ability to perform his obligations under this Agreement or that would be breached by Executive upon his performance of his duties pursuant to this Agreement, and Executive shall indemnify and hold harmless the Company and the Affiliates from and against any and all liabilities, losses, claims, obligations or the like arising from or in connection with any breach of, or inaccuracy in, Executive’s representations and warranties contained in this sentence.

(e) Compliance with Rules and Policies. Executive shall perform all services in accordance with the lawful policies, procedures and rules established by the Company and the Board. In addition, Executive shall comply with all laws, rules and regulations that are generally applicable to the Company or its subsidiaries and their respective employees, directors and officers.

(f) Withholding Taxes. All amounts payable hereunder shall be subject to the withholding of all applicable taxes and deductions required by any applicable law.

(g) Entire Agreement; Modification; Effectiveness of Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, supersedes all prior agreements and undertakings (including, without limitation, the Prior Employment Agreement), both written and oral, and may not be modified or amended in any way except in writing by the parties hereto. Notwithstanding anything to the contrary herein, this Agreement shall not become effective until the Commencement Date. If the Merger does not occur, then this Agreement shall be of no force or effect.

(h) Duration. Notwithstanding the Employment Term hereunder, this Agreement shall continue for so long as any obligations remain under this Agreement.

10

(i) Termination On or After Expiration of the Employment Term. Unless the Company and Executive otherwise agree in writing, any continuation of Executive’s employment with the Company and its Affiliates beyond the expiration of the Employment Term shall be deemed an employment “at will” and shall not be deemed to extend any of the provisions of this Agreement (other than as provided in Section 12(j) below), and Executive’s employment may thereafter be terminated “at will” by Executive or the Company.

(j) Survival. The covenants set forth in Section 5 and the parties’ respective rights and obligations under Section 8 shall survive and shall continue to be binding upon Executive and the Company, as the case may be, in accordance with their terms, notwithstanding the termination or expiration of this Agreement or the termination of Executive’s employment for any reason whatsoever.

(k) Waiver. No waiver by either party hereto of any of the requirements imposed by this Agreement on, or any breach of any condition or provision of this Agreement to be performed by, the other party shall be deemed a waiver of a similar or dissimilar requirement, provision or condition of this Agreement at the same or any prior or subsequent time. Any such waiver shall be express and in writing, and there shall be no waiver by conduct. Pursuit by either party of any available remedy, either in law or equity, or any action of any kind, does not constitute waiver of any other remedy or action. Such remedies are cumulative and not exclusive.

(l) Counterparts. This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument.

(m) Section References. The words Section and paragraph herein shall refer to provisions of this Agreement unless expressly indicated otherwise.

[Signature page follows]

11

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have hereunto executed this Agreement as of the day and year first written above.

ASSOCIATED MATERIALS LLC
/s/ Vicki L. Hardman
By:	Vicki L. Hardman
Its:	Vice President
EXECUTIVE
/s/ Stephen E. Graham
Stephen E. Graham

Signature Page to Employment Agreement

EXHIBIT A
Annual Incentive Bonus

Executive is eligible to receive an annual bonus, with a target bonus equal to 60% of base salary (the “Target Bonus”). With respect to each fiscal year, the amount of annual bonus payable will be based upon the achievement of both (i) an Adjusted EBITDA goal (the “EBITDA Bonus”) and (ii) other operating metrics (the “OM Bonus”). The EBITDA Bonus will constitute at least 50% of the Target Bonus. For the 2010 fiscal year, Executive’s annual bonus will be calculated and paid in accordance with Exhibit A to the Prior Employment Agreement and consistent with the Company’s past practices with respect to Executive. For the 2011 fiscal year, (x) the EBITDA Bonus will constitute 70% of the Target Bonus and the OM Bonus will constitute the remaining 30% of the Target Bonus, and (y) the table below shows the applicable bonus ranges, as a percentage of base salary, assuming that the target operating metrics are met for the OM Bonus. For the OM Bonus, the applicable operating metrics for each fiscal year, as well as the bonus ranges for these metrics, will be mutually agreed by the Company and the Company’s Chief Executive Officer within the first 90 days of each such fiscal year.

Fiscal Year 2011 Bonus Ranges

	Threshold			Target			Target+			Superior			Excellence			Excellence+
Percentage of Adjusted EBITDA Goal of $180 Million Achieved		92	%		100	%		105	%		110	%		115	%		120	%
Percentage of Base Salary Payable, assuming OM Bonus paid at target level		32	%		60	%		88	%		109	%		126.5	%		144	%

For purposes of Executive’s annual incentive bonus and the computation thereof:

1. Base salary shall mean the annual rate of base salary in effect under this Agreement as of December 31 of the calendar year to which the bonus relates.

2. “Adjusted EBITDA” means the “EBITDA” of Intermediate for the applicable fiscal year, as such term is as defined in the Indenture, except that clause (1)(i) of such definition shall not apply for purposes of this Agreement. “Indenture” means the Indenture dated as of October 13, 2010 among Carey Acquisition Corp., Carey New Finance, Inc., Associated Materials, LLC, Wells Fargo Bank, National Association and the other parties thereto, as amended from time to time.

3. For purposes of illustration, if an employee’s base salary in 2011 is $200,000 and 120% of the Adjusted EBITDA goal is achieved in 2011, assuming the target goal for the other operating metrics (to be agreed with the President and Chief Executive Officer of the Company) is achieved, the total annual bonus would be $288,000 ($200,000 times 144%).

1

4. The Adjusted EBITDA targets as set forth in this Exhibit A will be adjusted by the Board (or its compensation committee) in good faith to reflect each acquisition or disposition by the Company or any of its Affiliates subsequent to the Commencement Date of any business, operation, entity (including the acquisition of only a portion of an entity whose results will be consolidated by the Company in accordance with generally accepted accounting principles), division of any entity or any assets outside the ordinary course of business. If the Company or any Affiliate makes such an acquisition or disposition in a given fiscal year, the Adjusted EBITDA target for such fiscal year and subsequent fiscal years, if applicable, shall be proportionately adjusted, fairly and appropriately, and only to the extent deemed necessary by the Board (or its compensation committee) (after consultation with the Company’s accountants), in the exercise of its good faith judgment, in order to accurately reflect the direct and measurable effect such acquisition or disposition has or is reasonably expected to have on such Adjusted EBITDA target(s). In addition, to the extent applicable, Adjusted EBITDA target(s) will be adjusted by the Board (or its compensation committee) (after consultation with the Company’s accountants) in good faith to reflect any changes in generally accepted accounting principles promulgated by accounting standard setters in order to accurately reflect the effect of such changes on such Adjusted EBITDA target(s). The intent of such adjustments is to keep the probability of achieving the Adjusted EBITDA targets the same as if the event triggering such adjustment had not occurred. The Board’s (or its compensation committee’s) determination of such necessary adjustment(s) shall be made within 90 days following the completion or closing of such event, as applicable, and shall be based on the Company’s accounting as set forth in its books and records and on the Company’s financial plan pursuant to which the Adjusted EBITDA targets were originally established. Any such adjustment(s) made in good faith shall be final and binding on all persons.

2

EXHIBIT B

GENERAL RELEASE

THIS AGREEMENT AND RELEASE, dated as of                     , 201   (this “Agreement”), is entered into by and between Stephen Graham (“Executive”) and Associated Materials LLC (the “Company”).

WHEREAS, Executive is currently employed with the Company; and

WHEREAS, Executive’s employment with the Company will terminate effective as of           , 20     ;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, Executive and the Company hereby agree as follows:

1. Executive shall be provided severance pay and other benefits (the “Severance Benefits”) in accordance with the terms and conditions of [Section 7/Section 8] of the employment agreement by and between Executive and the Company, dated as of October 13, 2010 (the “Employment Agreement”); provided that, no such Severance Benefits shall be paid or provided if Executive revokes this Agreement pursuant to Section 5 below.

2. Executive, for and on behalf of himself and Executive’s heirs, successors, agents, representatives, executors and assigns, hereby waives and releases any common law, statutory or other complaints, claims, demands, expenses, damages, liabilities, charges or causes of action (each, a “Claim”) arising out of or relating to Executive’s employment or termination of employment with, Executive’s serving in any capacity in respect of, or Executive’s status at any time as a holder of any securities of, any of the Company and any of its affiliates (collectively, the “Company Group”), both known and unknown, in law or in equity, which Executive may now have or ever had against any member of the Company Group or any equityholder, agent, representative, administrator, trustee, attorney, insurer, fiduciary, employee, director or officer of any member of the Company Group, including their successors and assigns (collectively, the “Company Releasees”), including, without limitation, any claim for any severance benefit which might have been due Executive under any previous agreement executed by and between any member of the Company Group and Executive, and any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the basis of age against individuals who are age 40 or older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Equal Pay Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, and the New York State Human Rights Law, all as amended; and all other federal, state and local statutes, ordinances and regulations. By signing this Agreement, Executive acknowledges that Executive intends to waive and release any rights known or unknown Executive may have against the Company Releasees under these and any other laws; provided that, Executive does not waive or release Claims (i) with respect to the right to enforce this Agreement or those provisions of the Employment Agreement that expressly survive the termination of Executive’s employment with the Company, (ii) with respect to any vested right Executive may have under any employee pension or welfare benefit plan of the Company Group, or (iii) any rights to indemnification preserved by Section 5 of the Employment Agreement or under any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Company’s certificates of incorporation, charter and by-laws, or (iv) with respect to any claims that cannot legally be waived.

1

3. Executive acknowledges that Executive has been given twenty-one (21) days from the date of receipt of this Agreement to consider all of the provisions of the Agreement and, to the extent he has not used the entire 21-day period prior to executing the Agreement, he does hereby knowingly and voluntarily waive the remainder of said 21-day period. EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE COMPANY RELEASEES, AS DESCRIBED HEREIN AND THE OTHER PROVISIONS HEREOF. EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT AND EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY.

4. Executive shall have seven (7) days from the date of Executive’s execution of this Agreement to revoke the release, including with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA). If Executive revokes the Agreement, Executive will be deemed not to have accepted the terms of this Agreement.

5. Executive hereby agrees not to defame or disparage any member of the Company Group or any executive, manager, director, or officer of any member of the Company Group in any medium to any person without limitation in time. The Company hereby agrees that its board of directors and the executives, managers and officers of the members of the Company Group shall not defame or disparage Executive in any medium to any person without limitation in time. Notwithstanding this provision, either party may confer in confidence with his or its legal representatives and make truthful statements as required by law.

[Signature page follows]

2

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ASSOCIATED MATERIALS LLC

By:

Its:

EXECUTIVE

Stephen Graham

3

EX-10.18

Exhibit 10.18

EXECUTION COPY

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 13, 2010 (the “Commencement Date”), is made by and between Associated Materials LLC, a Delaware limited liability company (the “Company”), and Warren J. Arthur (“Executive”).

WHEREAS, pursuant to the Agreement and Plan of Merger by and among AMH Holdings II, Inc., a Delaware corporation (“AMH II”), Carey Investment Holdings Corp., a Delaware corporation (“Parent”), Carey Intermediate Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Intermediate”), and Carey Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Intermediate (“Merger Sub”), dated as of September 8, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), Merger Sub has agreed, subject to the terms and conditions of the Merger Agreement, to merge with and into AMH II, whereby Merger Sub will cease to exist and AMH II will become a wholly-owned subsidiary of Parent (the “Merger”);

WHEREAS, Executive previously entered into an employment agreement, dated as of February 17, 2010, with the Company (as amended or amended and restated from time to time, the “Prior Employment Agreement”);

WHEREAS, Executive currently serves as Senior Vice President of Operations of the Company; and

WHEREAS, upon the consummation of the Merger, the Company desires to secure for itself and affiliates the continuing services of Executive, and Executive desires to provide such continuing services, in each case, pursuant to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Employment. On the terms and subject to the conditions set forth herein, the Company hereby employs Executive as the Senior Vice President of Operations of the Company, and Executive accepts such employment, for the Employment Term (as defined in Section 3). During the Employment Term, Executive shall report to the President and Chief Executive Officer of the Company, performing such duties as shall be reasonably required of a vice president of a corporation of a similar size and nature to the Company, and shall have such other powers and perform such other duties as may from time to time be assigned to him by the President and Chief Executive Officer of the Company and the Board of Directors of Parent (the “Board”). To the extent requested by the Company’s President and Chief Executive Officer or the Board, Executive shall also serve on any committees of the Board and/or as a director, officer or employee of Parent or any other person or entity which, from time to time, is a direct or indirect subsidiary of Parent (Parent and each such subsidiary, person or entity, other than the Company, are hereinafter referred to collectively as the “Affiliates,” and individually as an “Affiliate”). Executive’s service as a director of the Company or as a director, officer or employee of any Affiliate shall be without additional compensation.

2. Performance. Executive will serve the Company faithfully and to the best of his ability and will devote his full business time, energy, experience and talents to the business of the Company and the Affiliates; provided, that it shall not be a violation of this Agreement for Executive to manage his personal investments and business affairs, or to engage in or serve such civic, community, charitable, educational, or religious organizations as he may reasonably select so long as such service does not interfere with Executive’s performance of his duties hereunder.

3. Employment Term. Subject to earlier termination pursuant to Section 6, Executive’s term of employment hereunder shall begin upon the Commencement Date and continue through the date which is three years following the Commencement Date; provided, that beginning on the third anniversary of the Commencement Date, and on each subsequent anniversary of the Commencement Date, such term shall be automatically extended by an additional one year beyond the end of the then-current term, unless, at least 90 days before such second anniversary of the Commencement Date, or 90 days before any such subsequent anniversary of the Commencement Date, the Board gives written notice to Executive that the Company does not desire to extend the term of this Agreement, in which case, the term of employment hereunder shall terminate as of the third anniversary of the Commencement Date or the end of the then-current term, as applicable (the term of employment hereunder, including any extensions, in accordance with this Section 3, shall be referred to herein as the “Employment Term”).

4. Compensation and Benefits.

(a) Salary. As compensation for his services hereunder and in consideration of Executive’s other agreements hereunder, during the Employment Term, the Company shall pay Executive a base salary, payable in equal installments in accordance with the Company’s payroll procedures, at an annual rate of $260,000, subject to annual review by the Board (or its compensation committee) which may increase, but not decrease, Executive’s base salary.

(b) Annual Incentive Bonus; Stock Options. Commencing on the Commencement Date, Executive shall be entitled to participate in an annual incentive bonus arrangement established by the Company on terms and conditions substantially as set forth in Exhibit A hereto. Any annual incentive bonus to which Executive is entitled under this Agreement for any calendar year shall be paid in a cash lump-sum within 30 days following the close of Intermediate’s books and completion of Intermediate’s annual audit by its external accountants for such calendar year but in any event shall not be paid later than March 15^th of the calendar year immediately following the calendar year to which the bonus relates. Executive shall also be entitled to participate in the stock option plan established by Parent.

(c) Retirement, Medical, Dental and Other Benefits. During the Employment Term, Executive shall, in accordance with the terms and conditions of the applicable plan documents and all applicable laws, be eligible to participate in the various retirement, medical, dental and other employee benefit plans made available by the Company, from time to time, for its executives.

(d) Vacation; Sick Leave. During the Employment Term, Executive shall be entitled to not less than three weeks of vacation during each calendar year and sick leave in accordance with the Company’s policies and practices with respect to its executive officers.

(e) Business Expenses. The Company shall reimburse or advance payment to Executive for all reasonable expenses actually incurred by him in connection with the performance of his duties hereunder in accordance with policies established by the Company from time to time and subject to receipt by the Company of appropriate documentation.

5. Covenants of Executive. Executive acknowledges that in the course of his employment with the Company he has and will become familiar with the Company’s and the Affiliates’ trade secrets and with other confidential information concerning the Company and the Affiliates, and that his services are of special, unique and extraordinary value to the Company and the Affiliates. Therefore, the Company and Executive mutually agree that it is in the interest of both parties for Executive to enter into the restrictive covenants set forth in this Section 5 and that such restrictions and covenants are reasonable given the nature of Executive’s duties and the nature of the Company’s business.

2

(a) Noncompetition. During the Employment Term and for the two year period following termination of the Employment Term (the “Restricted Period”), Executive shall not, within any jurisdiction or marketing area in which the Company or any Affiliate is doing or is qualified to do business, directly or indirectly, own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any manner with, any Business (as hereinafter defined); provided that Executive’s ownership of securities of two percent (2%) or less of any class of securities of a public company shall not, by itself, be considered to be competition with the Company or any Affiliate. For purposes of this Agreement, “Business” shall mean the manufacturing, production, distribution or sale of exterior residential building products, including, without limitation, vinyl siding, windows, fencing, decking, railings and garage doors, or any other business of a type and character engaged in by the Company or an Affiliate during the Employment Term (including, without limitation, any business in which the Company or any Affiliate has specific plans to conduct in the future and as to which Executive was aware of such planning at or prior to the time Executive’s employment is terminated).

(b) Nonsolicitation. During the Employment Term and the Restricted Period, Executive shall not, directly or indirectly, (i) hire or employ, solicit for employment or otherwise contract for the services of any individual who is or was an employee or consultant of the Company or any Affiliate; (ii) otherwise induce or attempt to induce any employee or consultant of the Company or an Affiliate to leave the employ or service of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee or consultant respectively thereof; or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate to cease doing business with the Company or such Affiliate, or interfere in any way with the relationship between any such customer, supplier, licensee or business relation and the Company or any Affiliate.

(c) Nondisclosure; Inventions. For the Employment Term and at all times thereafter, (i) Executive shall not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Board of any such order), directly or indirectly, other than in the regular and proper course of business of the Company and the Affiliates, any customer lists, trade secrets or other confidential knowledge or information with respect to the operations or finances of the Company or any Affiliates or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company or the Affiliates, including, without limitation, any know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals concerning the past, current or future business, activities and operations of the Company and the Affiliates (all of the foregoing collectively hereinafter referred to as “Confidential Information”), and (ii) Executive will not use, directly or indirectly, any Confidential Information for the benefit of anyone other than the Company and the Affiliates; provided, that Executive has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the general public other than through disclosure by Executive. All Confidential Information, new processes, techniques, know-how, methods, inventions, plans, products, patents and devices developed, made or invented by Executive, alone or with others, while an employee of the Company which are related to the business of the Company and the Affiliates shall be and become the sole property of the Company, unless released in writing by the Board, and Executive hereby assigns any and all rights therein or thereto to the Company.

3

(d) Nondisparagement. During the Employment Term and at all times thereafter, Executive shall not take any action to disparage or criticize the Company or any Affiliate or their respective employees, directors, owners or customers or to engage in any other action that injures or hinders the business relationships of the Company or any Affiliate. Nothing contained in this Section 5(d) shall preclude Executive from enforcing his rights under this Agreement.

(e) Return of Company Property. All Confidential Information, files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company or an Affiliate, whether prepared by Executive or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of the Company and shall be delivered to the Company, and not retained by Executive (including, without limitations, any copies thereof), promptly upon request by the Company and, in any event, promptly upon termination of the Employment Term.

(f) Enforcement. Executive acknowledges that a breach of his covenants contained in this Section 5 may cause irreparable damage to the Company and the Affiliates, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach would be inadequate. Accordingly, Executive agrees that if he breaches or threatens to breach any of the covenants contained in this Section 5, in addition to any other remedy which may be available at law or in equity, the Company and the Affiliates shall be entitled to specific performance and injunctive relief to prevent the breach or any threatened breach thereof without bond or other security or a showing that monetary damages will not provide an adequate remedy.

(g) Scope of Covenants. The Company and Executive further acknowledge that the time, scope, geographic area and other provisions of this Section 5 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement. In the event that the agreements in this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action.

6. Termination. The employment of Executive hereunder shall automatically terminate at the end of the Employment Term. The employment of Executive hereunder and the Employment Term may also be terminated at any time by the Company with or without Cause. For purposes of this Agreement, except as otherwise provided in Section 8, “Cause” shall mean: (i) embezzlement, theft or misappropriation by Executive of any property of the Company or an Affiliate; (ii) any breach by Executive of Executive’s covenants under Section 5; (iii) any breach by Executive of any other material provision of this Agreement which breach is not cured, to the extent susceptible to cure, within 30 days after the Company has given written notice to Executive describing such breach; (iv) willful failure by Executive to perform the duties of his employment hereunder which continues for a period of 14 days following written notice thereof by the Company to Executive; (v) the conviction of, or a plea of nolo contendere (or a similar plea) to, any criminal offense that is a felony or involves fraud, or any other criminal offense punishable by imprisonment of at least one year or materially injurious to the business or reputation of the Company or an Affiliate involving theft, dishonesty, misrepresentation or moral turpitude; (vi) gross negligence or willful misconduct on the part of Executive in the performance of his duties as an employee, officer or director of the Company or an Affiliate; (vii) Executive’s breach of his fiduciary obligations to the Company or an Affiliate; (viii) Executive’s commission of intentional, wrongful damage to property of the Company or an Affiliate; (ix) any chemical

4

dependence of Executive which adversely affects the performance of his duties and responsibilities to the Company or an Affiliate; or (x) Executive’s violation of the Company’s or an Affiliate’s code of ethics, code of business conduct or similar policies applicable to Executive. The existence or non-existence of Cause shall be determined in good faith by the Board. The employment of Executive may also be terminated at any time by Executive by notice of resignation delivered to the Company not less than 90 days prior to the effective date of such resignation.

7. Severance for Terminations Other Than During the Post-Change Period. Except as otherwise provided in Section 8 and subject to Section 9, if Executive’s employment hereunder is terminated during the Employment Term (other than during the Post-Change Period) by the Company or is terminated due to expiration of the Employment Term following notice by the Company not to extend the Employment Term in accordance with Section 3, in each case other than for Cause or due to disability (as determined in the good faith discretion of the Board) or death, Executive shall be entitled to receive as severance: (i) an amount equal to Executive’s base salary pursuant to Section 4(a) (at the rate in effect immediately prior to the Termination Date), which amount shall be payable, commencing no earlier than the sixty-first day following such termination, in 12 equal monthly installments (other than the first such installment, which shall include all amounts that would otherwise have been paid to Executive if payment had commenced immediately following such termination of employment) in accordance with the Company’s payroll procedures over the 12-month period following the date of Executive’s termination (such 12-month period, the “Severance Period”); (ii) continued medical and dental benefits described in Section 4(c) for the Severance Period, at the same rate of employee and Company shared costs of such coverage as in effect from time to time for active employees of the Company; and (iii) a pro rata portion (based on the number of days Executive was employed by the Company during the calendar year of termination) of any annual incentive bonus otherwise payable in accordance with Section 4(b) for the year of termination of Executive’s employment, payable no earlier than the date on which such bonus, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15^th of the calendar year immediately following the calendar year of such termination. With respect to any such continued medical and dental benefits described in clause (ii) of the first sentence of this Section 7 for which Executive is eligible, (I) if the Company cannot continue such benefits without adverse tax consequences to Executive or the Company or for any other reason, the Company shall pay Executive for the cost of such benefits; (II) such benefits shall be discontinued in the event Executive becomes eligible for similar benefits from a successor employer (and Executive’s eligibility for any such benefits shall be reported by Executive to the Company); and (III) Executive’s period of “continuation coverage” for purposes of Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), shall be deemed to commence on the date of Executive’s termination of employment.

8. Post-Change Period.

(a) Termination During the Post-Change Period. If Executive’s employment is terminated by the Company or an Affiliate during the “Post-Change Period” (as defined below), then, subject to Section 9, Executive shall be entitled to the benefits provided by Section 8(c) unless such termination is the result of the occurrence of one or more of the following events:

(i) Executive’s death;

(ii) Executive’s employment is terminated by the Company or an Affiliate due to disability (as determined in the good faith discretion of the Board); or

(iii) Cause (as defined in Section 8(e)(i)).

5

If, during the Post-Change Period, Executive’s employment is terminated by the Company or an Affiliate as described in clause (i), (ii) or (iii) of this Section 8(a), Executive will not be entitled to the benefits provided by Section 8(c).

(b) Good Leaver Termination by Executive. Executive may terminate employment with the Company during the Post-Change Period with the right to severance compensation as provided in Section 8(c) upon the occurrence of one or more of the following events without Executive’s prior written consent (regardless of whether any other reason, other than death, disability (as determined in the good faith discretion of the Board) or Cause, for such termination has occurred, including other employment) and any termination following the occurrence of one or more of such events shall hereafter be referred to as a “Good Leaver Termination”:

(i) the failure to maintain Executive in the position, or a substantially equivalent or superior position, with the Company and/or with a direct or indirect parent company of the Company that Executive held immediately prior to the Commencement Date, which is not remedied by the Company within 10 calendar days after receipt by the Company of notice from Executive of such failure;

(ii) (A) a reduction in Executive’s base salary pursuant to Section 4(a) hereof or (B) the termination or significant reduction in the aggregate of Executive’s right to participate in employee benefit plans or programs of the Company as in effect on the date hereof (other than Incentive Pay (as hereinafter defined) or any other bonus, incentive or stock or equity-based compensation or benefits), in either case which is not remedied by the Company within 10 calendar days after receipt by the Company of notice from Executive of such reduction or termination;

(iii) a reduction or elimination of Executive’s opportunity to earn Incentive Pay pursuant to any plan or program in effect on the date hereof which is not remedied by the Company within 10 calendar days after receipt by the Company of notice from Executive of such reduction or elimination (for the avoidance of doubt, changes in the value or performance of the Company or an Affiliate or successor of either following the Commencement Date shall not be considered a reduction or elimination of Executive’s opportunity to earn Incentive Pay); or

(iv) the Company requires Executive to have his principal place of work changed to any location that is more than 35 miles from the location thereof on the date hereof.

(c) Post-Change Period Severance. If the Company or an Affiliate terminates Executive’s employment during the Post-Change Period other than as described in clause (i), (ii) or (iii) of Section 8(a), or if Executive terminates his employment pursuant to a Good Leaver Termination, Executive shall not be entitled to the severance compensation described in Section 7, and, subject to Section 9, the Company will instead pay or provide to Executive the following payments and benefits:

(1) A lump sum payment in an amount equal to all Base Pay and Incentive Pay (other than for the calendar year of such termination of employment) owed to Executive for periods on or prior to the Termination Date, which payment shall be made no later than the first regularly scheduled payroll period following the Termination Date.

6

(2) An amount equal to the sum of (x) two times Executive’s base salary pursuant to Section 4(a) (at the rate in effect immediately prior to the Termination Date) and (y) two times Incentive Pay (in an amount equal to the highest amount of Incentive Pay earned by Executive in any calendar year during the three calendar years immediately preceding the year in which the Commencement Date occurred), which amount shall be payable, commencing no earlier than the sixty-first day following such termination, in twenty-four (24) equal monthly installments (other than the first such installment, which shall include all amounts that would otherwise have been paid to Executive if payment had commenced immediately following such termination of employment) in accordance with the Company’s payroll procedures over the 24-month period following the date of Executive’s termination.

(3) In the event that the Termination Date occurs after June 30^th in any calendar year, a lump sum payment equal to one times Incentive Pay for such calendar year, multiplied by a fraction, the numerator of which is the number of days between (and including) January 1^st of the calendar year in which the Termination Date occurs and the Termination Date, and the denominator of which is 365, which amount shall be payable no earlier than the date on which such Incentive Pay, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15^th of the calendar year immediately following the calendar year of such termination.

(4) For a period of 24 months following the Termination Date (the “Continuation Period”), the Company will provide Executive with medical, dental and life insurance benefits consistent with the terms in effect for such benefits for active employees of the Company during the Continuation Period. If and to the extent that any benefit described in this Section 8(c)(4) is not or cannot be paid or provided under any Company plan or program without adverse tax consequences to Executive or the Company or for any other reason, then the Company shall pay Executive for the cost of such benefits. Without otherwise limiting the purposes of Section 8(d), employee benefits otherwise receivable by Executive pursuant to this Section 8(c)(4) will be reduced to the extent comparable welfare benefits are actually received by Executive from another employer during the Continuation Period following Executive’s Termination Date, and any such benefits actually received by Executive shall be reported by Executive to the Company. The foregoing to the contrary notwithstanding, to the extent required in order to comply with Section 409A of the Code, in no event shall any such benefits be provided beyond the end of the second calendar year that begins after Executive’s “separation from service” within the meaning of Section 409A of the Code.

(5) The Company will provide Executive outplacement services in the amount of $30,000.

(d) No Mitigation Obligation; Effect on Other Rights. The payment of the severance compensation by the Company to Executive in accordance with the terms of this Section 8 is hereby acknowledged by the Company to be reasonable, and Executive will not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, except as expressly provided in the penultimate sentence of Section 8(c)(4). This Section 8 will not affect any rights (other than any rights to severance, termination, retention or similar compensation or benefits) that Executive may have pursuant to any agreement, plan or policy of the Company or a subsidiary thereof providing employee benefits, which rights shall be governed by the terms thereof.

(e) Certain Defined Terms. The following terms have the following meanings when used in this Section 8:

(i) “Cause” means that Executive shall have:

(1) been convicted of a criminal violation involving fraud, embezzlement or theft

7

(2) committed intentional wrongful damage to property of the Company or any Affiliate; or

(3) committed intentional wrongful disclosure of confidential information of the Company or any Affiliate.

Nothing herein will limit the right of Executive or his beneficiaries to contest the validity of any determination by the Company to terminate Executive for Cause.

(ii) “Incentive Pay” means the annual incentive bonus arrangement described in Section 4(b).

(iii) “Post-Change Period” means the period of time commencing on the Commencement Date and continuing until the second anniversary of the Commencement Date.

(iv) “Termination Date” means the date on which Executive’s employment with the Company and its Affiliates is terminated.

9. Termination of Compensation and Benefits; Execution of Release; Coordination of Provisions. If Executive’s employment terminates otherwise than in a termination entitling him to severance pay and benefits pursuant to Section 7 or Section 8, Executive shall not be entitled to any severance, termination pay or similar compensation or benefits, provided that Executive shall be entitled to any benefits then due or accrued in accordance with the applicable employee benefit plans of the Company or applicable law, including “continuation coverage” under the Company’s group health plans for purposes of Section 4980B of the Code. As a condition of receiving any severance compensation for which Executive otherwise qualifies under Section 7 or Section 8, Executive agrees to execute within sixty (60) days following the date of Executive’s termination of employment a general release in favor of the Company in substantially the form set forth hereto as Exhibit B, such release to be delivered, and to have become fully irrevocable, on or before the end of such 60-day period. It is expressly agreed and understood that if such a release has not been executed and delivered and become fully irrevocable by the end of such 60-day period, no amounts or benefits under Section 7 or 8 shall be or become payable (except that any continued medical, dental or life insurance benefits may be provided during such 60-day period pursuant to Section 7 or 8, as the case may be, but will cease to be provided on the last day of such period). Any severance compensation and benefits to which Executive may be entitled under Section 8 shall be in lieu of any severance compensation or benefits to which Executive may be entitled under Section 7. Executive acknowledges and agrees that, except as specifically described in Section 7 and Section 8, all of Executive’s rights to any compensation, benefits (other than base salary earned through the date of termination of employment and any benefits due or accrued prior to termination of employment in accordance with the applicable employee benefit plans of the Company or applicable law), bonuses or severance from the Company or any Affiliate after termination of the Employment Term shall cease upon such termination.

10. Limitation on Payments and Benefits. Notwithstanding any provision of this Agreement to the contrary, no amount or benefit shall be paid or provided under this Agreement or otherwise to an extent or in a manner that would result in payments or benefits (or other compensation) not being fully deductible by the Company or an Affiliate for federal income tax purposes because of Section 280G of the Code, or any successor provision thereto (or that would result in Executive being subject to the excise tax imposed by Section 4999 of the Code, or any successor provision thereto). The determination of whether any such payments or benefits to be provided under this Agreement or otherwise would not be so deductible (or whether Executive would be subject to such excise tax) shall be made at the expense of the Company, if requested by either Executive or the Company, by a firm of independent

8

accountants or a law firm selected by the Company and reasonably acceptable to Executive. In the event that any payment or benefit intended to be provided under this Agreement or otherwise would constitute a “parachute payment,” as defined in Section 280G of the Code, the Company shall designate the payments and/or benefits (beginning with cash payments) to be reduced or modified so that the Company or an Affiliate is not denied any federal income tax deductions for any such parachute payment because of Section 280G of the Code (or so that Executive is not subject to the excise tax imposed by Section 4999 of the Code).

11. Notice. Any notices required or permitted hereunder shall be in writing and shall be deemed to have been given when personally delivered or when mailed, certified or registered mail, or sent by reputable overnight courier, postage prepaid, to the addresses set forth as follows:

If to the Company:

Associated Materials LLC
3773 State Road
Cuyahoga Falls, OH 44223

With copies, which shall not constitute notice, to:

Carey Investment Holdings Corp.
c/o Hellman & Friedman LLC
One Maritime Plaza, 12th Floor
San Francisco, CA 94111
Attention: Erik Ragatz and Arrie Park, Esq.

-and-

Simpson Thacher & Bartlett LLP
2550 Hanover Street
Palo Alto, CA 94304
Attention: Chad Skinner, Esq. and Tristan Brown, Esq.

If to Executive, to such address as shall most currently appear on the records of the Company.

or to such other address as shall be furnished in writing by either party to the other party; provided that such notice or change in address shall be effective only when actually received by the other party.

12. General.

(a) GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY. ANY ACTION TO ENFORCE THIS AGREEMENT AND/OR THE EXHIBITS

9

HERETO MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN THE CITY OF WILMINGTON, DELAWARE. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION. EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(b) Construction and Severability. If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the parties undertake to implement all efforts which are necessary, desirable and sufficient to amend, supplement or substitute all and any such invalid, illegal or unenforceable provisions with enforceable and valid provisions which would produce as nearly as may be possible the result previously intended by the parties without renegotiation of any material terms and conditions stipulated herein.

(c) Assignability. Executive may not assign his interest in or delegate his duties under this Agreement. This Agreement is for the employment of Executive, personally, and the services to be rendered by him under this Agreement must be rendered by him and no other person. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Company and its successors and assigns. Without limiting the foregoing and notwithstanding anything else in this Agreement to the contrary, the Company may assign this Agreement to, and all rights hereunder shall inure to the benefit of, any subsidiary of the Company or any person, firm or corporation resulting from the reorganization of the Company or succeeding to the business or assets of the Company by purchase, merger, consolidation or otherwise.

(d) Warranty by Executive. Executive represents and warrants to the Company that Executive is not subject to any contract, agreement, judgment, order or decree of any kind, or any restrictive agreement of any character, that restricts Executive’s ability to perform his obligations under this Agreement or that would be breached by Executive upon his performance of his duties pursuant to this Agreement, and Executive shall indemnify and hold harmless the Company and the Affiliates from and against any and all liabilities, losses, claims, obligations or the like arising from or in connection with any breach of, or inaccuracy in, Executive’s representations and warranties contained in this sentence.

(e) Compliance with Rules and Policies. Executive shall perform all services in accordance with the lawful policies, procedures and rules established by the Company and the Board. In addition, Executive shall comply with all laws, rules and regulations that are generally applicable to the Company or its subsidiaries and their respective employees, directors and officers.

(f) Withholding Taxes. All amounts payable hereunder shall be subject to the withholding of all applicable taxes and deductions required by any applicable law.

(g) Entire Agreement; Modification; Effectiveness of Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, supersedes all prior agreements and undertakings (including, without limitation, the Prior Employment Agreement), both written and oral, and may not be modified or amended in any way except in writing by the parties hereto. Notwithstanding anything to the contrary herein, this Agreement shall not become effective until the Commencement Date. If the Merger does not occur, then this Agreement shall be of no force or effect.

(h) Duration. Notwithstanding the Employment Term hereunder, this Agreement shall continue for so long as any obligations remain under this Agreement.

10

(i) Termination On or After Expiration of the Employment Term. Unless the Company and Executive otherwise agree in writing, any continuation of Executive’s employment with the Company and its Affiliates beyond the expiration of the Employment Term shall be deemed an employment “at will” and shall not be deemed to extend any of the provisions of this Agreement (other than as provided in Section 12(j) below), and Executive’s employment may thereafter be terminated “at will” by Executive or the Company.

(j) Survival. The covenants set forth in Section 5 and the parties’ respective rights and obligations under Section 8 shall survive and shall continue to be binding upon Executive and the Company, as the case may be, in accordance with their terms, notwithstanding the termination or expiration of this Agreement or the termination of Executive’s employment for any reason whatsoever.

(k) Waiver. No waiver by either party hereto of any of the requirements imposed by this Agreement on, or any breach of any condition or provision of this Agreement to be performed by, the other party shall be deemed a waiver of a similar or dissimilar requirement, provision or condition of this Agreement at the same or any prior or subsequent time. Any such waiver shall be express and in writing, and there shall be no waiver by conduct. Pursuit by either party of any available remedy, either in law or equity, or any action of any kind, does not constitute waiver of any other remedy or action. Such remedies are cumulative and not exclusive.

(l) Counterparts. This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument.

(m) Section References. The words Section and paragraph herein shall refer to provisions of this Agreement unless expressly indicated otherwise.

[Signature page follows]

11

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have hereunto executed this Agreement as of the day and year first written above.

ASSOCIATED MATERIALS LLC
/s/ Stephen E. Graham
By:	Stephen E. Graham
Its:	Vice President—Chief Financial Officer,
	Treasurer and Secretary
EXECUTIVE
/s/ Warren J. Arthur
Warren J. Arthur

Signature Page to Employment Agreement

EXHIBIT A
Annual Incentive Bonus

Executive is eligible to receive an annual bonus, with a target bonus equal to 60% of base salary (the “Target Bonus”). With respect to each fiscal year, the amount of annual bonus payable will be based upon the achievement of both (i) an Adjusted EBITDA goal (the “EBITDA Bonus”) and (ii) other operating metrics (the “OM Bonus”). The EBITDA Bonus will constitute at least 50% of the Target Bonus. For the 2010 fiscal year, Executive’s annual bonus will be calculated and paid in accordance with Exhibit A to the Prior Employment Agreement and consistent with the Company’s past practices with respect to Executive. For the 2011 fiscal year, (x) the EBITDA Bonus will constitute 70% of the Target Bonus and the OM Bonus will constitute the remaining 30% of the Target Bonus, and (y) the table below shows the applicable bonus ranges, as a percentage of base salary, assuming that the target operating metrics are met for the OM Bonus. For the OM Bonus, the applicable operating metrics for each fiscal year, as well as the bonus ranges for these metrics, will be mutually agreed by the Company and the Company’s Chief Executive Officer within the first 90 days of each such fiscal year.

Fiscal Year 2011 Bonus Ranges

	Threshold			Target			Target+			Superior			Excellence			Excellence+
Percentage of Adjusted EBITDA Goal of $180 Million Achieved		92	%		100	%		105	%		110	%		115	%		120	%
Percentage of Base Salary Payable, assuming OM Bonus paid at target level		32	%		60	%		88	%		109	%		126.5	%		144	%

For purposes of Executive’s annual incentive bonus and the computation thereof:

1. Base salary shall mean the annual rate of base salary in effect under this Agreement as of December 31 of the calendar year to which the bonus relates.

2. “Adjusted EBITDA” means the “EBITDA” of Intermediate for the applicable fiscal year, as such term is as defined in the Indenture, except that clause (1)(i) of such definition shall not apply for purposes of this Agreement. “Indenture” means the Indenture dated as of October 13, 2010 among Carey Acquisition Corp., Carey New Finance, Inc., Associated Materials, LLC, Wells Fargo Bank, National Association and the other parties thereto, as amended from time to time.

3. For purposes of illustration, if an employee’s base salary in 2011 is $200,000 and 120% of the Adjusted EBITDA goal is achieved in 2011, assuming the target goal for the other operating metrics (to be agreed with the President and Chief Executive Officer of the Company) is achieved, the total annual bonus would be $288,000 ($200,000 times 144%).

1

4. The Adjusted EBITDA targets as set forth in this Exhibit A will be adjusted by the Board (or its compensation committee) in good faith to reflect each acquisition or disposition by the Company or any of its Affiliates subsequent to the Commencement Date of any business, operation, entity (including the acquisition of only a portion of an entity whose results will be consolidated by the Company in accordance with generally accepted accounting principles), division of any entity or any assets outside the ordinary course of business. If the Company or any Affiliate makes such an acquisition or disposition in a given fiscal year, the Adjusted EBITDA target for such fiscal year and subsequent fiscal years, if applicable, shall be proportionately adjusted, fairly and appropriately, and only to the extent deemed necessary by the Board (or its compensation committee) (after consultation with the Company’s accountants), in the exercise of its good faith judgment, in order to accurately reflect the direct and measurable effect such acquisition or disposition has or is reasonably expected to have on such Adjusted EBITDA target(s). In addition, to the extent applicable, Adjusted EBITDA target(s) will be adjusted by the Board (or its compensation committee) (after consultation with the Company’s accountants) in good faith to reflect any changes in generally accepted accounting principles promulgated by accounting standard setters in order to accurately reflect the effect of such changes on such Adjusted EBITDA target(s). The intent of such adjustments is to keep the probability of achieving the Adjusted EBITDA targets the same as if the event triggering such adjustment had not occurred. The Board’s (or its compensation committee’s) determination of such necessary adjustment(s) shall be made within 90 days following the completion or closing of such event, as applicable, and shall be based on the Company’s accounting as set forth in its books and records and on the Company’s financial plan pursuant to which the Adjusted EBITDA targets were originally established. Any such adjustment(s) made in good faith shall be final and binding on all persons.

2

EXHIBIT B

GENERAL RELEASE

THIS AGREEMENT AND RELEASE, dated as of                     , 201   (this “Agreement”), is entered into by and between Warren J. Arthur (“Executive”) and Associated Materials LLC (the “Company”).

WHEREAS, Executive is currently employed with the Company; and

WHEREAS, Executive’s employment with the Company will terminate effective as of           , 20     ;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, Executive and the Company hereby agree as follows:

1. Executive shall be provided severance pay and other benefits (the “Severance Benefits”) in accordance with the terms and conditions of [Section 7/Section 8] of the employment agreement by and between Executive and the Company, dated as of October 13, 2010 (the “Employment Agreement”); provided that, no such Severance Benefits shall be paid or provided if Executive revokes this Agreement pursuant to Section 5 below.

2. Executive, for and on behalf of himself and Executive’s heirs, successors, agents, representatives, executors and assigns, hereby waives and releases any common law, statutory or other complaints, claims, demands, expenses, damages, liabilities, charges or causes of action (each, a “Claim”) arising out of or relating to Executive’s employment or termination of employment with, Executive’s serving in any capacity in respect of, or Executive’s status at any time as a holder of any securities of, any of the Company and any of its affiliates (collectively, the “Company Group”), both known and unknown, in law or in equity, which Executive may now have or ever had against any member of the Company Group or any equityholder, agent, representative, administrator, trustee, attorney, insurer, fiduciary, employee, director or officer of any member of the Company Group, including their successors and assigns (collectively, the “Company Releasees”), including, without limitation, any claim for any severance benefit which might have been due Executive under any previous agreement executed by and between any member of the Company Group and Executive, and any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the basis of age against individuals who are age 40 or older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Equal Pay Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, and the New York State Human Rights Law, all as amended; and all other federal, state and local statutes, ordinances and regulations. By signing this Agreement, Executive acknowledges that Executive intends to waive and release any rights known or unknown Executive may have against the Company Releasees under these and any other laws; provided that, Executive does not waive or release Claims (i) with respect to the right to enforce this Agreement or those provisions of the Employment Agreement that expressly survive the termination of Executive’s employment with the Company, (ii) with respect to any vested right Executive may have under any employee pension or welfare benefit plan of the Company Group, or (iii) any rights to indemnification preserved by Section 5 of the Employment Agreement or under any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Company’s certificates of incorporation, charter and by-laws, or (iv) with respect to any claims that cannot legally be waived.

1

3. Executive acknowledges that Executive has been given twenty-one (21) days from the date of receipt of this Agreement to consider all of the provisions of the Agreement and, to the extent he has not used the entire 21-day period prior to executing the Agreement, he does hereby knowingly and voluntarily waive the remainder of said 21-day period. EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE COMPANY RELEASEES, AS DESCRIBED HEREIN AND THE OTHER PROVISIONS HEREOF. EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT AND EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY.

4. Executive shall have seven (7) days from the date of Executive’s execution of this Agreement to revoke the release, including with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA). If Executive revokes the Agreement, Executive will be deemed not to have accepted the terms of this Agreement.

5. Executive hereby agrees not to defame or disparage any member of the Company Group or any executive, manager, director, or officer of any member of the Company Group in any medium to any person without limitation in time. The Company hereby agrees that its board of directors and the executives, managers and officers of the members of the Company Group shall not defame or disparage Executive in any medium to any person without limitation in time. Notwithstanding this provision, either party may confer in confidence with his or its legal representatives and make truthful statements as required by law.

[Signature page follows]

2

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ASSOCIATED MATERIALS LLC

By:

Its:

EXECUTIVE

Warren J. Arthur

3

EX-10.19

Exhibit 10.19

EXECUTION COPY

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 20, 2010 (the “Commencement Date”), is made by and between Associated Materials LLC, a Delaware limited liability company (the “Company”), and Brad Beard (“Executive”).

WHEREAS, the Company desires to employ Executive pursuant to the terms, provisions and conditions set forth in this Agreement and Executive desires to accept employment on the terms hereinafter set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the parties hereto, each intending to be legally bound hereby, agree as follows:

1. Employment. On the terms and subject to the conditions set forth herein, the Company hereby employs Executive as the Vice President of AMI Distribution of the Company, and Executive accepts such employment, for the Employment Term (as defined in Section 3). During the Employment Term, Executive shall report to the President and Chief Executive Officer of the Company, performing such duties as shall be reasonably required of a vice president of a corporation of a similar size and nature to the Company, and shall have such other powers and perform such other duties as may from time to time be assigned to him by the President and Chief Executive Officer of the Company and the Board of Directors of Parent (the “Board”). To the extent requested by the Company’s President and Chief Executive Officer or the Board, Executive shall also serve on any committees of the Board and/or as a director, officer or employee of Parent or any other person or entity which, from time to time, is a direct or indirect subsidiary of Parent (Parent and each such subsidiary, person or entity, other than the Company, are hereinafter referred to collectively as the “Affiliates,” and individually as an “Affiliate”). Executive’s service as a director of the Company or as a director, officer or employee of any Affiliate shall be without additional compensation.

2. Performance. Executive will serve the Company faithfully and to the best of his ability and will devote his full business time, energy, experience and talents to the business of the Company and the Affiliates; provided, that it shall not be a violation of this Agreement for Executive to manage his personal investments and business affairs, or to engage in or serve such civic, community, charitable, educational, or religious organizations as he may reasonably select so long as such service does not interfere with Executive’s performance of his duties hereunder.

3. Employment Term. Subject to earlier termination pursuant to Section 6, Executive’s term of employment hereunder shall begin upon the Commencement Date and continue through the date which is three years following the Commencement Date; provided, that beginning on the third anniversary of the Commencement Date, and on each subsequent anniversary of the Commencement Date, such term shall be automatically extended by an additional one year beyond the end of the then-current term, unless, at least 90 days before such second anniversary of the Commencement Date, or 90 days before any such subsequent anniversary of the Commencement Date, the Board gives written notice to Executive that the Company does not desire to extend the term of this Agreement, in which case, the term of employment hereunder shall terminate as of the third anniversary of the Commencement Date or the end of the then-current term, as applicable (the term of employment hereunder, including any extensions, in accordance with this Section 3, shall be referred to herein as the “Employment Term”).

4. Compensation and Benefits.

(a) Salary. As compensation for his services hereunder and in consideration of Executive’s other agreements hereunder, during the Employment Term, the Company shall pay Executive a base salary, payable in equal installments in accordance with the Company’s payroll procedures, at an annual rate of $250,000, subject to annual review by the Board (or its compensation committee) which may increase, but not decrease, Executive’s base salary.

(b) Annual Incentive Bonus; Stock Options. Commencing on the Commencement Date, Executive shall be entitled to participate in an annual incentive bonus arrangement established by the Company on terms and conditions substantially as set forth in Exhibit A hereto. Any annual incentive bonus to which Executive is entitled under this Agreement for any calendar year shall be paid in a cash lump-sum within 30 days following the close of Intermediate’s books and completion of Intermediate’s annual audit by its external accountants for such calendar year but in any event shall not be paid later than March 15^th of the calendar year immediately following the calendar year to which the bonus relates. Executive shall also be entitled to participate in the stock option plan established by Parent.

(c) Retirement, Medical, Dental and Other Benefits. During the Employment Term, Executive shall, in accordance with the terms and conditions of the applicable plan documents and all applicable laws, be eligible to participate in the various retirement, medical, dental and other employee benefit plans made available by the Company, from time to time, for its executives.

(d) Vacation; Sick Leave. During the Employment Term, Executive shall be entitled to not less than three weeks of vacation during each calendar year and sick leave in accordance with the Company’s policies and practices with respect to its executive officers.

(e) Business Expenses. The Company shall reimburse or advance payment to Executive for all reasonable expenses actually incurred by him in connection with the performance of his duties hereunder in accordance with policies established by the Company from time to time and subject to receipt by the Company of appropriate documentation.

5. Covenants of Executive. Executive acknowledges that in the course of his employment with the Company he has and will become familiar with the Company’s and the Affiliates’ trade secrets and with other confidential information concerning the Company and the Affiliates, and that his services are of special, unique and extraordinary value to the Company and the Affiliates. Therefore, the Company and Executive mutually agree that it is in the interest of both parties for Executive to enter into the restrictive covenants set forth in this Section 5 and that such restrictions and covenants are reasonable given the nature of Executive’s duties and the nature of the Company’s business.

(a) Noncompetition. During the Employment Term and for the two year period following termination of the Employment Term (the “Restricted Period”), Executive shall not, within any jurisdiction or marketing area in which the Company or any Affiliate is doing or is qualified to do business, directly or indirectly, own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any manner with, any Business (as hereinafter defined); provided that Executive’s ownership of securities of two percent (2%) or less of any class of securities of a public company shall not, by itself, be considered to be competition with the Company or any Affiliate. For purposes of this Agreement, “Business” shall mean the manufacturing, production, distribution or sale of exterior residential building products, including, without limitation, vinyl siding, windows, fencing, decking, railings and garage doors, or any other business of a type and character engaged in by the Company or an Affiliate during the Employment Term (including, without limitation, any business in which the Company or any Affiliate has specific plans to conduct in the future and as to which Executive was aware of such planning at or prior to the time Executive’s employment is terminated).

2

(b) Nonsolicitation. During the Employment Term and the Restricted Period, Executive shall not, directly or indirectly, (i) hire or employ, solicit for employment or otherwise contract for the services of any individual who is or was an employee or consultant of the Company or any Affiliate; (ii) otherwise induce or attempt to induce any employee or consultant of the Company or an Affiliate to leave the employ or service of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee or consultant respectively thereof; or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate to cease doing business with the Company or such Affiliate, or interfere in any way with the relationship between any such customer, supplier, licensee or business relation and the Company or any Affiliate.

(c) Nondisclosure; Inventions. For the Employment Term and at all times thereafter, (i) Executive shall not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Board of any such order), directly or indirectly, other than in the regular and proper course of business of the Company and the Affiliates, any customer lists, trade secrets or other confidential knowledge or information with respect to the operations or finances of the Company or any Affiliates or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company or the Affiliates, including, without limitation, any know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals concerning the past, current or future business, activities and operations of the Company and the Affiliates (all of the foregoing collectively hereinafter referred to as “Confidential Information”), and (ii) Executive will not use, directly or indirectly, any Confidential Information for the benefit of anyone other than the Company and the Affiliates; provided, that Executive has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the general public other than through disclosure by Executive. All Confidential Information, new processes, techniques, know-how, methods, inventions, plans, products, patents and devices developed, made or invented by Executive, alone or with others, while an employee of the Company which are related to the business of the Company and the Affiliates shall be and become the sole property of the Company, unless released in writing by the Board, and Executive hereby assigns any and all rights therein or thereto to the Company.

(d) Nondisparagement. During the Employment Term and at all times thereafter, Executive shall not take any action to disparage or criticize the Company or any Affiliate or their respective employees, directors, owners or customers or to engage in any other action that injures or hinders the business relationships of the Company or any Affiliate. Nothing contained in this Section 5(d) shall preclude Executive from enforcing his rights under this Agreement.

(e) Return of Company Property. All Confidential Information, files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company or an Affiliate, whether prepared by Executive or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of the Company and shall be delivered to the Company, and not retained by Executive (including, without limitations, any copies thereof), promptly upon request by the Company and, in any event, promptly upon termination of the Employment Term.

3

(f) Enforcement. Executive acknowledges that a breach of his covenants contained in this Section 5 may cause irreparable damage to the Company and the Affiliates, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach would be inadequate. Accordingly, Executive agrees that if he breaches or threatens to breach any of the covenants contained in this Section 5, in addition to any other remedy which may be available at law or in equity, the Company and the Affiliates shall be entitled to specific performance and injunctive relief to prevent the breach or any threatened breach thereof without bond or other security or a showing that monetary damages will not provide an adequate remedy.

(g) Scope of Covenants. The Company and Executive further acknowledge that the time, scope, geographic area and other provisions of this Section 5 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement. In the event that the agreements in this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action.

6. Termination. The employment of Executive hereunder shall automatically terminate at the end of the Employment Term. The employment of Executive hereunder and the Employment Term may also be terminated at any time by the Company with or without Cause. For purposes of this Agreement, except as otherwise provided in Section 8, “Cause” shall mean: (i) embezzlement, theft or misappropriation by Executive of any property of the Company or an Affiliate; (ii) any breach by Executive of Executive’s covenants under Section 5; (iii) any breach by Executive of any other material provision of this Agreement which breach is not cured, to the extent susceptible to cure, within 30 days after the Company has given written notice to Executive describing such breach; (iv) willful failure by Executive to perform the duties of his employment hereunder which continues for a period of 14 days following written notice thereof by the Company to Executive; (v) the conviction of, or a plea of nolo contendere (or a similar plea) to, any criminal offense that is a felony or involves fraud, or any other criminal offense punishable by imprisonment of at least one year or materially injurious to the business or reputation of the Company or an Affiliate involving theft, dishonesty, misrepresentation or moral turpitude; (vi) gross negligence or willful misconduct on the part of Executive in the performance of his duties as an employee, officer or director of the Company or an Affiliate; (vii) Executive’s breach of his fiduciary obligations to the Company or an Affiliate; (viii) Executive’s commission of intentional, wrongful damage to property of the Company or an Affiliate; (ix) any chemical dependence of Executive which adversely affects the performance of his duties and responsibilities to the Company or an Affiliate; or (x) Executive’s violation of the Company’s or an Affiliate’s code of ethics, code of business conduct or similar policies applicable to Executive. The existence or non-existence of Cause shall be determined in good faith by the Board. The employment of Executive may also be terminated at any time by Executive by notice of resignation delivered to the Company not less than 90 days prior to the effective date of such resignation.

7. Severance for Terminations Other Than During the Post-Change Period. Except as otherwise provided in Section 8 and subject to Section 9, if Executive’s employment hereunder is terminated during the Employment Term (other than during the Post-Change Period) by the Company or is terminated due to expiration of the Employment Term following notice by the Company not to extend the Employment Term in accordance with Section 3, in each case other than for Cause or due to disability (as determined in the good faith discretion of the Board) or death, Executive shall be entitled to receive as severance: (i) an amount equal to Executive’s base salary pursuant to Section 4(a) (at the rate in effect immediately prior to the Termination Date), which amount shall be payable, commencing no earlier than the sixty-first day following such termination, in 12 equal monthly installments (other than the first such installment, which shall include all amounts that would otherwise have been paid to Executive if payment had commenced

4

immediately following such termination of employment) in accordance with the Company’s payroll procedures over the 12-month period following the date of Executive’s termination (such 12-month period, the “Severance Period”); (ii) continued medical and dental benefits described in Section 4(c) for the Severance Period, at the same rate of employee and Company shared costs of such coverage as in effect from time to time for active employees of the Company; and (iii) a pro rata portion (based on the number of days Executive was employed by the Company during the calendar year of termination) of any annual incentive bonus otherwise payable in accordance with Section 4(b) for the year of termination of Executive’s employment, payable no earlier than the date on which such bonus, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15^th of the calendar year immediately following the calendar year of such termination. With respect to any such continued medical and dental benefits described in clause (ii) of the first sentence of this Section 7 for which Executive is eligible, (I) if the Company cannot continue such benefits without adverse tax consequences to Executive or the Company or for any other reason, the Company shall pay Executive for the cost of such benefits; (II) such benefits shall be discontinued in the event Executive becomes eligible for similar benefits from a successor employer (and Executive’s eligibility for any such benefits shall be reported by Executive to the Company); and (III) Executive’s period of “continuation coverage” for purposes of Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), shall be deemed to commence on the date of Executive’s termination of employment.

8. Post-Change Period.

(a) Termination During the Post-Change Period. If Executive’s employment is terminated by the Company or an Affiliate during the “Post-Change Period” (as defined below), then, subject to Section 9, Executive shall be entitled to the benefits provided by Section 8(c) unless such termination is the result of the occurrence of one or more of the following events:

(i) Executive’s death;

(ii) Executive’s employment is terminated by the Company or an Affiliate due to disability (as determined in the good faith discretion of the Board); or

(iii) Cause (as defined in Section 8(e)(i)).

If, during the Post-Change Period, Executive’s employment is terminated by the Company or an Affiliate as described in clause (i), (ii) or (iii) of this Section 8(a), Executive will not be entitled to the benefits provided by Section 8(c).

(b) Good Leaver Termination by Executive. Executive may terminate employment with the Company during the Post-Change Period with the right to severance compensation as provided in Section 8(c) upon the occurrence of one or more of the following events without Executive’s prior written consent (regardless of whether any other reason, other than death, disability (as determined in the good faith discretion of the Board) or Cause, for such termination has occurred, including other employment) and any termination following the occurrence of one or more of such events shall hereafter be referred to as a “Good Leaver Termination”:

(i) the failure to maintain Executive in the position, or a substantially equivalent or superior position, with the Company and/or with a direct or indirect parent company of the Company that Executive held immediately prior to the Commencement Date, which is not remedied by the Company within 10 calendar days after receipt by the Company of notice from Executive of such failure;

5

(ii) (A) a reduction in Executive’s base salary pursuant to Section 4(a) hereof or (B) the termination or significant reduction in the aggregate of Executive’s right to participate in employee benefit plans or programs of the Company as in effect on the date hereof (other than Incentive Pay (as hereinafter defined) or any other bonus, incentive or stock or equity-based compensation or benefits), in either case which is not remedied by the Company within 10 calendar days after receipt by the Company of notice from Executive of such reduction or termination;

(iii) a reduction or elimination of Executive’s opportunity to earn Incentive Pay pursuant to any plan or program in effect on the date hereof which is not remedied by the Company within 10 calendar days after receipt by the Company of notice from Executive of such reduction or elimination (for the avoidance of doubt, changes in the value or performance of the Company or an Affiliate or successor of either following the Commencement Date shall not be considered a reduction or elimination of Executive’s opportunity to earn Incentive Pay); or

(iv) the Company requires Executive to have his principal place of work changed to any location that is more than 35 miles from the location thereof on the date hereof.

(c) Post-Change Period Severance. If the Company or an Affiliate terminates Executive’s employment during the Post-Change Period other than as described in clause (i), (ii) or (iii) of Section 8(a), or if Executive terminates his employment pursuant to a Good Leaver Termination, Executive shall not be entitled to the severance compensation described in Section 7, and, subject to Section 9, the Company will instead pay or provide to Executive the following payments and benefits:

(1) A lump sum payment in an amount equal to all Base Pay and Incentive Pay (other than for the calendar year of such termination of employment) owed to Executive for periods on or prior to the Termination Date, which payment shall be made no later than the first regularly scheduled payroll period following the Termination Date.

(2) An amount equal to the sum of (x) two times Executive’s base salary pursuant to Section 4(a) (at the rate in effect immediately prior to the Termination Date) and (y) two times Incentive Pay (in an amount equal to the highest amount of Incentive Pay earned by Executive in any calendar year during the three calendar years immediately preceding the year in which the Commencement Date occurred), which amount shall be payable, commencing no earlier than the sixty-first day following such termination, in twenty-four (24) equal monthly installments (other than the first such installment, which shall include all amounts that would otherwise have been paid to Executive if payment had commenced immediately following such termination of employment) in accordance with the Company’s payroll procedures over the 24-month period following the date of Executive’s termination.

(3) In the event that the Termination Date occurs after June 30^th in any calendar year, a lump sum payment equal to one times Incentive Pay for such calendar year, multiplied by a fraction, the numerator of which is the number of days between (and including) January 1^st of the calendar year in which the Termination Date occurs and the Termination Date, and the denominator of which is 365, which amount shall be payable no earlier than the date on which such Incentive Pay, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15^th of the calendar year immediately following the calendar year of such termination.

6

(4) For a period of 24 months following the Termination Date (the “Continuation Period”), the Company will provide Executive with medical, dental and life insurance benefits consistent with the terms in effect for such benefits for active employees of the Company during the Continuation Period. If and to the extent that any benefit described in this Section 8(c)(4) is not or cannot be paid or provided under any Company plan or program without adverse tax consequences to Executive or the Company or for any other reason, then the Company shall pay Executive for the cost of such benefits. Without otherwise limiting the purposes of Section 8(d), employee benefits otherwise receivable by Executive pursuant to this Section 8(c)(4) will be reduced to the extent comparable welfare benefits are actually received by Executive from another employer during the Continuation Period following Executive’s Termination Date, and any such benefits actually received by Executive shall be reported by Executive to the Company. The foregoing to the contrary notwithstanding, to the extent required in order to comply with Section 409A of the Code, in no event shall any such benefits be provided beyond the end of the second calendar year that begins after Executive’s “separation from service” within the meaning of Section 409A of the Code.

(5) The Company will provide Executive outplacement services in the amount of $30,000.

(d) No Mitigation Obligation; Effect on Other Rights. The payment of the severance compensation by the Company to Executive in accordance with the terms of this Section 8 is hereby acknowledged by the Company to be reasonable, and Executive will not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, except as expressly provided in the penultimate sentence of Section 8(c)(4). This Section 8 will not affect any rights (other than any rights to severance, termination, retention or similar compensation or benefits) that Executive may have pursuant to any agreement, plan or policy of the Company or a subsidiary thereof providing employee benefits, which rights shall be governed by the terms thereof.

(e) Certain Defined Terms. The following terms have the following meanings when used in this Section 8:

(i) “Cause” means that Executive shall have:

(1) been convicted of a criminal violation involving fraud, embezzlement or theft

(2) committed intentional wrongful damage to property of the Company or any Affiliate; or

(3) committed intentional wrongful disclosure of confidential information of the Company or any Affiliate.

Nothing herein will limit the right of Executive or his beneficiaries to contest the validity of any determination by the Company to terminate Executive for Cause.

(ii) “Incentive Pay” means the annual incentive bonus arrangement described in Section 4(b).

(iii) “Post-Change Period” means the period of time commencing on the Commencement Date and continuing until the second anniversary of the Commencement Date.

(iv) “Termination Date” means the date on which Executive’s employment with the Company and its Affiliates is terminated.

7

9. Termination of Compensation and Benefits; Execution of Release; Coordination of Provisions. If Executive’s employment terminates otherwise than in a termination entitling him to severance pay and benefits pursuant to Section 7 or Section 8, Executive shall not be entitled to any severance, termination pay or similar compensation or benefits, provided that Executive shall be entitled to any benefits then due or accrued in accordance with the applicable employee benefit plans of the Company or applicable law, including “continuation coverage” under the Company’s group health plans for purposes of Section 4980B of the Code. As a condition of receiving any severance compensation for which Executive otherwise qualifies under Section 7 or Section 8, Executive agrees to execute within sixty (60) days following the date of Executive’s termination of employment a general release in favor of the Company in substantially the form set forth hereto as Exhibit B, such release to be delivered, and to have become fully irrevocable, on or before the end of such 60-day period. It is expressly agreed and understood that if such a release has not been executed and delivered and become fully irrevocable by the end of such 60-day period, no amounts or benefits under Section 7 or 8 shall be or become payable (except that any continued medical, dental or life insurance benefits may be provided during such 60-day period pursuant to Section 7 or 8, as the case may be, but will cease to be provided on the last day of such period). Any severance compensation and benefits to which Executive may be entitled under Section 8 shall be in lieu of any severance compensation or benefits to which Executive may be entitled under Section 7. Executive acknowledges and agrees that, except as specifically described in Section 7 and Section 8, all of Executive’s rights to any compensation, benefits (other than base salary earned through the date of termination of employment and any benefits due or accrued prior to termination of employment in accordance with the applicable employee benefit plans of the Company or applicable law), bonuses or severance from the Company or any Affiliate after termination of the Employment Term shall cease upon such termination.

10. Limitation on Payments and Benefits. Notwithstanding any provision of this Agreement to the contrary, no amount or benefit shall be paid or provided under this Agreement or otherwise to an extent or in a manner that would result in payments or benefits (or other compensation) not being fully deductible by the Company or an Affiliate for federal income tax purposes because of Section 280G of the Code, or any successor provision thereto (or that would result in Executive being subject to the excise tax imposed by Section 4999 of the Code, or any successor provision thereto). The determination of whether any such payments or benefits to be provided under this Agreement or otherwise would not be so deductible (or whether Executive would be subject to such excise tax) shall be made at the expense of the Company, if requested by either Executive or the Company, by a firm of independent accountants or a law firm selected by the Company and reasonably acceptable to Executive. In the event that any payment or benefit intended to be provided under this Agreement or otherwise would constitute a “parachute payment,” as defined in Section 280G of the Code, the Company shall designate the payments and/or benefits (beginning with cash payments) to be reduced or modified so that the Company or an Affiliate is not denied any federal income tax deductions for any such parachute payment because of Section 280G of the Code (or so that Executive is not subject to the excise tax imposed by Section 4999 of the Code).

11. Notice. Any notices required or permitted hereunder shall be in writing and shall be deemed to have been given when personally delivered or when mailed, certified or registered mail, or sent by reputable overnight courier, postage prepaid, to the addresses set forth as follows:

If to the Company:

Associated Materials LLC
3773 State Road
Cuyahoga Falls, OH 44223

8

With copies, which shall not constitute notice, to:

Carey Investment Holdings Corp.
c/o Hellman & Friedman LLC
One Maritime Plaza, 12th Floor
San Francisco, CA 94111
Attention: Erik Ragatz and Arrie Park, Esq.

          -and-

Simpson Thacher & Bartlett LLP
2550 Hanover Street
Palo Alto, CA 94304
Attention:     Chad Skinner, Esq. and Tristan Brown, Esq.

If to Executive, to such address as shall most currently appear on the records of the Company.

or to such other address as shall be furnished in writing by either party to the other party; provided that such notice or change in address shall be effective only when actually received by the other party.

12. General.

(a) GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY. ANY ACTION TO ENFORCE THIS AGREEMENT AND/OR THE EXHIBITS HERETO MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN THE CITY OF WILMINGTON, DELAWARE. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION. EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(b) Construction and Severability. If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the parties undertake to implement all efforts which are necessary, desirable and sufficient to amend, supplement or substitute all and any such invalid, illegal or unenforceable provisions with enforceable and valid provisions which would produce as nearly as may be possible the result previously intended by the parties without renegotiation of any material terms and conditions stipulated herein.

9

(c) Assignability. Executive may not assign his interest in or delegate his duties under this Agreement. This Agreement is for the employment of Executive, personally, and the services to be rendered by him under this Agreement must be rendered by him and no other person. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Company and its successors and assigns. Without limiting the foregoing and notwithstanding anything else in this Agreement to the contrary, the Company may assign this Agreement to, and all rights hereunder shall inure to the benefit of, any subsidiary of the Company or any person, firm or corporation resulting from the reorganization of the Company or succeeding to the business or assets of the Company by purchase, merger, consolidation or otherwise.

(d) Warranty by Executive. Executive represents and warrants to the Company that Executive is not subject to any contract, agreement, judgment, order or decree of any kind, or any restrictive agreement of any character, that restricts Executive’s ability to perform his obligations under this Agreement or that would be breached by Executive upon his performance of his duties pursuant to this Agreement, and Executive shall indemnify and hold harmless the Company and the Affiliates from and against any and all liabilities, losses, claims, obligations or the like arising from or in connection with any breach of, or inaccuracy in, Executive’s representations and warranties contained in this sentence.

(e) Compliance with Rules and Policies. Executive shall perform all services in accordance with the lawful policies, procedures and rules established by the Company and the Board. In addition, Executive shall comply with all laws, rules and regulations that are generally applicable to the Company or its subsidiaries and their respective employees, directors and officers.

(f) Withholding Taxes. All amounts payable hereunder shall be subject to the withholding of all applicable taxes and deductions required by any applicable law.

(g) Entire Agreement; Modification; Effectiveness of Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, supersedes all prior agreements and undertakings (including, without limitation, the Prior Employment Agreement), both written and oral, and may not be modified or amended in any way except in writing by the parties hereto. Notwithstanding anything to the contrary herein, this Agreement shall not become effective until the Commencement Date. If the Merger does not occur, then this Agreement shall be of no force or effect.

(h) Duration. Notwithstanding the Employment Term hereunder, this Agreement shall continue for so long as any obligations remain under this Agreement.

(i) Termination On or After Expiration of the Employment Term. Unless the Company and Executive otherwise agree in writing, any continuation of Executive’s employment with the Company and its Affiliates beyond the expiration of the Employment Term shall be deemed an employment “at will” and shall not be deemed to extend any of the provisions of this Agreement (other than as provided in Section 12(j) below), and Executive’s employment may thereafter be terminated “at will” by Executive or the Company.

(j) Survival. The covenants set forth in Section 5 and the parties’ respective rights and obligations under Section 8 shall survive and shall continue to be binding upon Executive and the Company, as the case may be, in accordance with their terms, notwithstanding the termination or expiration of this Agreement or the termination of Executive’s employment for any reason whatsoever.

10

(k) Waiver. No waiver by either party hereto of any of the requirements imposed by this Agreement on, or any breach of any condition or provision of this Agreement to be performed by, the other party shall be deemed a waiver of a similar or dissimilar requirement, provision or condition of this Agreement at the same or any prior or subsequent time. Any such waiver shall be express and in writing, and there shall be no waiver by conduct. Pursuit by either party of any available remedy, either in law or equity, or any action of any kind, does not constitute waiver of any other remedy or action. Such remedies are cumulative and not exclusive.

(l) Counterparts. This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument.

(m) Section References. The words Section and paragraph herein shall refer to provisions of this Agreement unless expressly indicated otherwise.

[Signature page follows]

11

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have hereunto executed this Agreement as of the day and year first written above.

ASSOCIATED MATERIALS LLC

/s/ Thomas N. Chieffe By: Thomas N. Chieffe

Its: President & CEO

EXECUTIVE

/s/ Brad Beard Brad Beard

[Signature Page to Arthur Employment Agreement]

EXHIBIT A
Annual Incentive Bonus

Executive is eligible to receive an annual bonus, with a target bonus equal to 60% of base salary (the “Target Bonus”). With respect to each fiscal year, the amount of annual bonus payable will be based upon the achievement of both (i) an Adjusted EBITDA goal (the “EBITDA Bonus”) and (ii) other operating metrics (the “OM Bonus”). The EBITDA Bonus will constitute at least 50% of the Target Bonus. For the 2011 fiscal year, (x) the EBITDA Bonus will constitute 70% of the Target Bonus and the OM Bonus will constitute the remaining 30% of the Target Bonus, and (y) the table below shows the applicable bonus ranges, as a percentage of base salary, assuming that the target operating metrics are met for the OM Bonus. For the OM Bonus, the applicable operating metrics for each fiscal year, as well as the bonus ranges for these metrics, will be mutually agreed by the Company and the Company’s Chief Executive Officer within the first 90 days of each such fiscal year.

Fiscal Year 2011 Bonus Ranges

	Threshold	Target	Target+			Superior			Excellence			Excellence+
Percentage of Adjusted EBITDA Goal of $180 Million Achieved	92%	100%		105	%		110	%		115	%		120	%
Percentage of Base Salary Payable, assuming OM Bonus paid at target level	32%	60%		88	%		109	%		126.5	%		144	%

For purposes of Executive’s annual incentive bonus and the computation thereof:

1. Base salary shall mean the annual rate of base salary in effect under this Agreement as of December 31 of the calendar year to which the bonus relates.

2. “Adjusted EBITDA” means the “EBITDA” of Intermediate for the applicable fiscal year, as such term is as defined in the Indenture, except that clause (1)(i) of such definition shall not apply for purposes of this Agreement. “Indenture” means the Indenture dated as of October 13, 2010 among Carey Acquisition Corp., Carey New Finance, Inc., Associated Materials, LLC, Wells Fargo Bank, National Association and the other parties thereto, as amended from time to time.

3. For purposes of illustration, if an employee’s base salary in 2011 is $200,000 and 120% of the Adjusted EBITDA goal is achieved in 2011, assuming the target goal for the other operating metrics (to be agreed with the President and Chief Executive Officer of the Company) is achieved, the total annual bonus would be $288,000 ($200,000 times 144%).

1

4. The Adjusted EBITDA targets as set forth in this Exhibit A will be adjusted by the Board (or its compensation committee) in good faith to reflect each acquisition or disposition by the Company or any of its Affiliates subsequent to the Commencement Date of any business, operation, entity (including the acquisition of only a portion of an entity whose results will be consolidated by the Company in accordance with generally accepted accounting principles), division of any entity or any assets outside the ordinary course of business. If the Company or any Affiliate makes such an acquisition or disposition in a given fiscal year, the Adjusted EBITDA target for such fiscal year and subsequent fiscal years, if applicable, shall be proportionately adjusted, fairly and appropriately, and only to the extent deemed necessary by the Board (or its compensation committee) (after consultation with the Company’s accountants), in the exercise of its good faith judgment, in order to accurately reflect the direct and measurable effect such acquisition or disposition has or is reasonably expected to have on such Adjusted EBITDA target(s). In addition, to the extent applicable, Adjusted EBITDA target(s) will be adjusted by the Board (or its compensation committee) (after consultation with the Company’s accountants) in good faith to reflect any changes in generally accepted accounting principles promulgated by accounting standard setters in order to accurately reflect the effect of such changes on such Adjusted EBITDA target(s). The intent of such adjustments is to keep the probability of achieving the Adjusted EBITDA targets the same as if the event triggering such adjustment had not occurred. The Board’s (or its compensation committee’s) determination of such necessary adjustment(s) shall be made within 90 days following the completion or closing of such event, as applicable, and shall be based on the Company’s accounting as set forth in its books and records and on the Company’s financial plan pursuant to which the Adjusted EBITDA targets were originally established. Any such adjustment(s) made in good faith shall be final and binding on all persons.

2

EXHIBIT B

GENERAL RELEASE

THIS AGREEMENT AND RELEASE, dated as of                     , 201_____  (this “Agreement”), is entered into by and between Brad Beard (“Executive”) and Associated Materials LLC (the “Company”).

WHEREAS, Executive is currently employed with the Company; and

WHEREAS, Executive’s employment with the Company will terminate effective as of  _____, 20___;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, Executive and the Company hereby agree as follows:

1. Executive shall be provided severance pay and other benefits (the “Severance Benefits”) in accordance with the terms and conditions of [Section 7/Section 8] of the employment agreement by and between Executive and the Company, dated as of December [20], 2010 (the “Employment Agreement”); provided that, no such Severance Benefits shall be paid or provided if Executive revokes this Agreement pursuant to Section 5 below.

2. Executive, for and on behalf of himself and Executive’s heirs, successors, agents, representatives, executors and assigns, hereby waives and releases any common law, statutory or other complaints, claims, demands, expenses, damages, liabilities, charges or causes of action (each, a “Claim”) arising out of or relating to Executive’s employment or termination of employment with, Executive’s serving in any capacity in respect of, or Executive’s status at any time as a holder of any securities of, any of the Company and any of its affiliates (collectively, the “Company Group”), both known and unknown, in law or in equity, which Executive may now have or ever had against any member of the Company Group or any equityholder, agent, representative, administrator, trustee, attorney, insurer, fiduciary, employee, director or officer of any member of the Company Group, including their successors and assigns (collectively, the “Company Releasees”), including, without limitation, any claim for any severance benefit which might have been due Executive under any previous agreement executed by and between any member of the Company Group and Executive, and any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the basis of age against individuals who are age 40 or older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Equal Pay Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, and Ohio’s Fair Employment Practices Act, all as amended; and all other federal, state and local statutes, ordinances and regulations. By signing this Agreement, Executive acknowledges that Executive intends to waive and release any rights known or unknown Executive may have against the Company Releasees under these and any other laws; provided that, Executive does not waive or release Claims (i) with respect to the right to enforce this Agreement or those provisions of the Employment Agreement that expressly survive the termination of Executive’s employment with the Company, (ii) with respect to any vested right Executive may have under any employee pension or welfare benefit plan of the Company Group, or (iii) any rights to indemnification preserved by Section 5 of the Employment Agreement or under any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Company’s certificates of incorporation, charter and by-laws, or (iv) with respect to any claims that cannot legally be waived.

1

3. Executive acknowledges that Executive has been given twenty-one (21) days from the date of receipt of this Agreement to consider all of the provisions of the Agreement and, to the extent he has not used the entire 21-day period prior to executing the Agreement, he does hereby knowingly and voluntarily waive the remainder of said 21-day period. EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE COMPANY RELEASEES, AS DESCRIBED HEREIN AND THE OTHER PROVISIONS HEREOF. EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT AND EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY.

4. Executive shall have seven (7) days from the date of Executive’s execution of this Agreement to revoke the release, including with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA). If Executive revokes the Agreement, Executive will be deemed not to have accepted the terms of this Agreement.

5. Executive hereby agrees not to defame or disparage any member of the Company Group or any executive, manager, director, or officer of any member of the Company Group in any medium to any person without limitation in time. The Company hereby agrees that its board of directors and the executives, managers and officers of the members of the Company Group shall not defame or disparage Executive in any medium to any person without limitation in time. Notwithstanding this provision, either party may confer in confidence with his or its legal representatives and make truthful statements as required by law.

[Signature page follows]

2

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ASSOCIATED MATERIALS LLC

By:

Its:

EXECUTIVE

Brad Beard

3

EX-10.20

Exhibit 10.20

EXECUTION COPY

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 13, 2010 (the “Commencement Date”), is made by and between Associated Materials LLC, a Delaware limited liability company (the “Company”), and John F. Haumesser (“Executive”).

WHEREAS, pursuant to the Agreement and Plan of Merger by and among AMH Holdings II, Inc., a Delaware corporation (“AMH II”), Carey Investment Holdings Corp., a Delaware corporation (“Parent”), Carey Intermediate Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Intermediate”), and Carey Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Intermediate (“Merger Sub”), dated as of September 8, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), Merger Sub has agreed, subject to the terms and conditions of the Merger Agreement, to merge with and into AMH II, whereby Merger Sub will cease to exist and AMH II will become a wholly-owned subsidiary of Parent (the “Merger”);

WHEREAS, Executive previously entered into an employment agreement, dated as of February 17, 2010, with the Company (as amended or amended and restated from time to time, the “Prior Employment Agreement”);

WHEREAS, Executive currently serves as Vice President of Human Resources of the Company; and

WHEREAS, upon the consummation of the Merger, the Company desires to secure for itself and affiliates the continuing services of Executive, and Executive desires to provide such continuing services, in each case, pursuant to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Employment. On the terms and subject to the conditions set forth herein, the Company hereby employs Executive as the Vice President of Human Resources of the Company, and Executive accepts such employment, for the Employment Term (as defined in Section 3). During the Employment Term, Executive shall report to the President and Chief Executive Officer of the Company, performing such duties as shall be reasonably required of a vice president of a corporation of a similar size and nature to the Company, and shall have such other powers and perform such other duties as may from time to time be assigned to him by the President and Chief Executive Officer of the Company and the Board of Directors of Parent (the “Board”). To the extent requested by the Company’s President and Chief Executive Officer or the Board, Executive shall also serve on any committees of the Board and/or as a director, officer or employee of Parent or any other person or entity which, from time to time, is a direct or indirect subsidiary of Parent (Parent and each such subsidiary, person or entity, other than the Company, are hereinafter referred to collectively as the “Affiliates,” and individually as an “Affiliate”). Executive’s service as a director of the Company or as a director, officer or employee of any Affiliate shall be without additional compensation.

2. Performance. Executive will serve the Company faithfully and to the best of his ability and will devote his full business time, energy, experience and talents to the business of the Company and the Affiliates; provided, that it shall not be a violation of this Agreement for Executive to manage his personal investments and business affairs, or to engage in or serve such civic, community, charitable, educational, or religious organizations as he may reasonably select so long as such service does not interfere with Executive’s performance of his duties hereunder.

3. Employment Term. Subject to earlier termination pursuant to Section 6, Executive’s term of employment hereunder shall begin upon the Commencement Date and continue through the date which is three years following the Commencement Date; provided, that beginning on the third anniversary of the Commencement Date, and on each subsequent anniversary of the Commencement Date, such term shall be automatically extended by an additional one year beyond the end of the then-current term, unless, at least 90 days before such second anniversary of the Commencement Date, or 90 days before any such subsequent anniversary of the Commencement Date, the Board gives written notice to Executive that the Company does not desire to extend the term of this Agreement, in which case, the term of employment hereunder shall terminate as of the third anniversary of the Commencement Date or the end of the then-current term, as applicable (the term of employment hereunder, including any extensions, in accordance with this Section 3, shall be referred to herein as the “Employment Term”).

4. Compensation and Benefits.

(a) Salary. As compensation for his services hereunder and in consideration of Executive’s other agreements hereunder, during the Employment Term, the Company shall pay Executive a base salary, payable in equal installments in accordance with the Company’s payroll procedures, at an annual rate of $262,080, subject to annual review by the Board (or its compensation committee) which may increase, but not decrease, Executive’s base salary.

(b) Annual Incentive Bonus; Stock Options. Commencing on the Commencement Date, Executive shall be entitled to participate in an annual incentive bonus arrangement established by the Company on terms and conditions substantially as set forth in Exhibit A hereto. Any annual incentive bonus to which Executive is entitled under this Agreement for any calendar year shall be paid in a cash lump-sum within 30 days following the close of Intermediate’s books and completion of Intermediate’s annual audit by its external accountants for such calendar year but in any event shall not be paid later than March 15^th of the calendar year immediately following the calendar year to which the bonus relates. Executive shall also be entitled to participate in the stock option plan established by Parent.

(c) Retirement, Medical, Dental and Other Benefits. During the Employment Term, Executive shall, in accordance with the terms and conditions of the applicable plan documents and all applicable laws, be eligible to participate in the various retirement, medical, dental and other employee benefit plans made available by the Company, from time to time, for its executives.

(d) Vacation; Sick Leave. During the Employment Term, Executive shall be entitled to not less than three weeks of vacation during each calendar year and sick leave in accordance with the Company’s policies and practices with respect to its executive officers.

(e) Business Expenses. The Company shall reimburse or advance payment to Executive for all reasonable expenses actually incurred by him in connection with the performance of his duties hereunder in accordance with policies established by the Company from time to time and subject to receipt by the Company of appropriate documentation.

5. Covenants of Executive. Executive acknowledges that in the course of his employment with the Company he has and will become familiar with the Company’s and the Affiliates’ trade secrets and with other confidential information concerning the Company and the Affiliates, and that his services are of special, unique and extraordinary value to the Company and the Affiliates. Therefore, the Company and Executive mutually agree that it is in the interest of both parties for Executive to enter into the restrictive covenants set forth in this Section 5 and that such restrictions and covenants are reasonable given the nature of Executive’s duties and the nature of the Company’s business.

2

(a) Noncompetition. During the Employment Term and for the two year period following termination of the Employment Term (the “Restricted Period”), Executive shall not, within any jurisdiction or marketing area in which the Company or any Affiliate is doing or is qualified to do business, directly or indirectly, own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any manner with, any Business (as hereinafter defined); provided that Executive’s ownership of securities of two percent (2%) or less of any class of securities of a public company shall not, by itself, be considered to be competition with the Company or any Affiliate. For purposes of this Agreement, “Business” shall mean the manufacturing, production, distribution or sale of exterior residential building products, including, without limitation, vinyl siding, windows, fencing, decking, railings and garage doors, or any other business of a type and character engaged in by the Company or an Affiliate during the Employment Term (including, without limitation, any business in which the Company or any Affiliate has specific plans to conduct in the future and as to which Executive was aware of such planning at or prior to the time Executive’s employment is terminated).

(b) Nonsolicitation. During the Employment Term and the Restricted Period, Executive shall not, directly or indirectly, (i) hire or employ, solicit for employment or otherwise contract for the services of any individual who is or was an employee or consultant of the Company or any Affiliate; (ii) otherwise induce or attempt to induce any employee or consultant of the Company or an Affiliate to leave the employ or service of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee or consultant respectively thereof; or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate to cease doing business with the Company or such Affiliate, or interfere in any way with the relationship between any such customer, supplier, licensee or business relation and the Company or any Affiliate.

(c) Nondisclosure; Inventions. For the Employment Term and at all times thereafter, (i) Executive shall not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Board of any such order), directly or indirectly, other than in the regular and proper course of business of the Company and the Affiliates, any customer lists, trade secrets or other confidential knowledge or information with respect to the operations or finances of the Company or any Affiliates or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company or the Affiliates, including, without limitation, any know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals concerning the past, current or future business, activities and operations of the Company and the Affiliates (all of the foregoing collectively hereinafter referred to as “Confidential Information”), and (ii) Executive will not use, directly or indirectly, any Confidential Information for the benefit of anyone other than the Company and the Affiliates; provided, that Executive has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the general public other than through disclosure by Executive. All Confidential Information, new processes, techniques, know-how, methods, inventions, plans, products, patents and devices developed, made or invented by Executive, alone or with others, while an employee of the Company which are related to the business of the Company and the Affiliates shall be and become the sole property of the Company, unless released in writing by the Board, and Executive hereby assigns any and all rights therein or thereto to the Company.

3

(d) Nondisparagement. During the Employment Term and at all times thereafter, Executive shall not take any action to disparage or criticize the Company or any Affiliate or their respective employees, directors, owners or customers or to engage in any other action that injures or hinders the business relationships of the Company or any Affiliate. Nothing contained in this Section 5(d) shall preclude Executive from enforcing his rights under this Agreement.

(e) Return of Company Property. All Confidential Information, files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company or an Affiliate, whether prepared by Executive or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of the Company and shall be delivered to the Company, and not retained by Executive (including, without limitations, any copies thereof), promptly upon request by the Company and, in any event, promptly upon termination of the Employment Term.

(f) Enforcement. Executive acknowledges that a breach of his covenants contained in this Section 5 may cause irreparable damage to the Company and the Affiliates, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach would be inadequate. Accordingly, Executive agrees that if he breaches or threatens to breach any of the covenants contained in this Section 5, in addition to any other remedy which may be available at law or in equity, the Company and the Affiliates shall be entitled to specific performance and injunctive relief to prevent the breach or any threatened breach thereof without bond or other security or a showing that monetary damages will not provide an adequate remedy.

(g) Scope of Covenants. The Company and Executive further acknowledge that the time, scope, geographic area and other provisions of this Section 5 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement. In the event that the agreements in this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action.

6. Termination. The employment of Executive hereunder shall automatically terminate at the end of the Employment Term. The employment of Executive hereunder and the Employment Term may also be terminated at any time by the Company with or without Cause. For purposes of this Agreement, except as otherwise provided in Section 8, “Cause” shall mean: (i) embezzlement, theft or misappropriation by Executive of any property of the Company or an Affiliate; (ii) any breach by Executive of Executive’s covenants under Section 5; (iii) any breach by Executive of any other material provision of this Agreement which breach is not cured, to the extent susceptible to cure, within 30 days after the Company has given written notice to Executive describing such breach; (iv) willful failure by Executive to perform the duties of his employment hereunder which continues for a period of 14 days following written notice thereof by the Company to Executive; (v) the conviction of, or a plea of nolo contendere (or a similar plea) to, any criminal offense that is a felony or involves fraud, or any other criminal offense punishable by imprisonment of at least one year or materially injurious to the business or reputation of the Company or an Affiliate involving theft, dishonesty, misrepresentation or moral turpitude; (vi) gross negligence or willful misconduct on the part of Executive in the performance of his duties as an employee, officer or director of the Company or an Affiliate; (vii) Executive’s breach of his fiduciary obligations to the Company or an Affiliate; (viii) Executive’s commission of intentional, wrongful damage to property of the Company or an Affiliate; (ix) any chemical dependence of Executive which adversely affects the performance of his duties and responsibilities to the Company or an Affiliate; or (x) Executive’s violation of the Company’s or an Affiliate’s code of ethics, code of business conduct or similar policies applicable to Executive. The existence or non-existence of Cause shall be determined in good faith by the Board. The employment of Executive may also be terminated at any time by Executive by notice of resignation delivered to the Company not less than 90 days prior to the effective date of such resignation.

4

7. Severance for Terminations Other Than During the Post-Change Period. Except as otherwise provided in Section 8 and subject to Section 9, if Executive’s employment hereunder is terminated during the Employment Term (other than during the Post-Change Period) by the Company or is terminated due to expiration of the Employment Term following notice by the Company not to extend the Employment Term in accordance with Section 3, in each case other than for Cause or due to disability (as determined in the good faith discretion of the Board) or death, Executive shall be entitled to receive as severance: (i) an amount equal to Executive’s base salary pursuant to Section 4(a) (at the rate in effect immediately prior to the Termination Date), which amount shall be payable, commencing no earlier than the sixty-first day following such termination, in 12 equal monthly installments (other than the first such installment, which shall include all amounts that would otherwise have been paid to Executive if payment had commenced immediately following such termination of employment) in accordance with the Company’s payroll procedures over the 12-month period following the date of Executive’s termination (such 12-month period, the “Severance Period”); (ii) continued medical and dental benefits described in Section 4(c) for the Severance Period, at the same rate of employee and Company shared costs of such coverage as in effect from time to time for active employees of the Company; and (iii) a pro rata portion (based on the number of days Executive was employed by the Company during the calendar year of termination) of any annual incentive bonus otherwise payable in accordance with Section 4(b) for the year of termination of Executive’s employment, payable no earlier than the date on which such bonus, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15^th of the calendar year immediately following the calendar year of such termination. With respect to any such continued medical and dental benefits described in clause (ii) of the first sentence of this Section 7 for which Executive is eligible, (I) if the Company cannot continue such benefits without adverse tax consequences to Executive or the Company or for any other reason, the Company shall pay Executive for the cost of such benefits; (II) such benefits shall be discontinued in the event Executive becomes eligible for similar benefits from a successor employer (and Executive’s eligibility for any such benefits shall be reported by Executive to the Company); and (III) Executive’s period of “continuation coverage” for purposes of Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), shall be deemed to commence on the date of Executive’s termination of employment.

8. Post-Change Period.

(a) Termination During the Post-Change Period. If Executive’s employment is terminated by the Company or an Affiliate during the “Post-Change Period” (as defined below), then, subject to Section 9, Executive shall be entitled to the benefits provided by Section 8(c) unless such termination is the result of the occurrence of one or more of the following events:

(i) Executive’s death;

(ii) Executive’s employment is terminated by the Company or an Affiliate due to disability (as determined in the good faith discretion of the Board); or

(iii) Cause (as defined in Section 8(e)(i)).

5

If, during the Post-Change Period, Executive’s employment is terminated by the Company or an Affiliate as described in clause (i), (ii) or (iii) of this Section 8(a), Executive will not be entitled to the benefits provided by Section 8(c).

(b) Good Leaver Termination by Executive. Executive may terminate employment with the Company during the Post-Change Period with the right to severance compensation as provided in Section 8(c) upon the occurrence of one or more of the following events without Executive’s prior written consent (regardless of whether any other reason, other than death, disability (as determined in the good faith discretion of the Board) or Cause, for such termination has occurred, including other employment) and any termination following the occurrence of one or more of such events shall hereafter be referred to as a “Good Leaver Termination”:

(i) the failure to maintain Executive in the position, or a substantially equivalent or superior position, with the Company and/or with a direct or indirect parent company of the Company that Executive held immediately prior to the Commencement Date, which is not remedied by the Company within 10 calendar days after receipt by the Company of notice from Executive of such failure;

(ii) (A) a reduction in Executive’s base salary pursuant to Section 4(a) hereof or (B) the termination or significant reduction in the aggregate of Executive’s right to participate in employee benefit plans or programs of the Company as in effect on the date hereof (other than Incentive Pay (as hereinafter defined) or any other bonus, incentive or stock or equity-based compensation or benefits), in either case which is not remedied by the Company within 10 calendar days after receipt by the Company of notice from Executive of such reduction or termination;

(iii) a reduction or elimination of Executive’s opportunity to earn Incentive Pay pursuant to any plan or program in effect on the date hereof which is not remedied by the Company within 10 calendar days after receipt by the Company of notice from Executive of such reduction or elimination (for the avoidance of doubt, changes in the value or performance of the Company or an Affiliate or successor of either following the Commencement Date shall not be considered a reduction or elimination of Executive’s opportunity to earn Incentive Pay); or

(iv) the Company requires Executive to have his principal place of work changed to any location that is more than 35 miles from the location thereof on the date hereof.

(c) Post-Change Period Severance. If the Company or an Affiliate terminates Executive’s employment during the Post-Change Period other than as described in clause (i), (ii) or (iii) of Section 8(a), or if Executive terminates his employment pursuant to a Good Leaver Termination, Executive shall not be entitled to the severance compensation described in Section 7, and, subject to Section 9, the Company will instead pay or provide to Executive the following payments and benefits:

(1) A lump sum payment in an amount equal to all Base Pay and Incentive Pay (other than for the calendar year of such termination of employment) owed to Executive for periods on or prior to the Termination Date, which payment shall be made no later than the first regularly scheduled payroll period following the Termination Date.

6

(2) An amount equal to the sum of (x) two times Executive’s base salary pursuant to Section 4(a) (at the rate in effect immediately prior to the Termination Date) and (y) two times Incentive Pay (in an amount equal to the highest amount of Incentive Pay earned by Executive in any calendar year during the three calendar years immediately preceding the year in which the Commencement Date occurred), which amount shall be payable, commencing no earlier than the sixty-first day following such termination, in twenty-four (24) equal monthly installments (other than the first such installment, which shall include all amounts that would otherwise have been paid to Executive if payment had commenced immediately following such termination of employment) in accordance with the Company’s payroll procedures over the 24-month period following the date of Executive’s termination.

(3) In the event that the Termination Date occurs after June 30^th in any calendar year, a lump sum payment equal to one times Incentive Pay for such calendar year, multiplied by a fraction, the numerator of which is the number of days between (and including) January 1^st of the calendar year in which the Termination Date occurs and the Termination Date, and the denominator of which is 365, which amount shall be payable no earlier than the date on which such Incentive Pay, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15^th of the calendar year immediately following the calendar year of such termination.

(4) For a period of 24 months following the Termination Date (the “Continuation Period”), the Company will provide Executive with medical, dental and life insurance benefits consistent with the terms in effect for such benefits for active employees of the Company during the Continuation Period. If and to the extent that any benefit described in this Section 8(c)(4) is not or cannot be paid or provided under any Company plan or program without adverse tax consequences to Executive or the Company or for any other reason, then the Company shall pay Executive for the cost of such benefits. Without otherwise limiting the purposes of Section 8(d), employee benefits otherwise receivable by Executive pursuant to this Section 8(c)(4) will be reduced to the extent comparable welfare benefits are actually received by Executive from another employer during the Continuation Period following Executive’s Termination Date, and any such benefits actually received by Executive shall be reported by Executive to the Company. The foregoing to the contrary notwithstanding, to the extent required in order to comply with Section 409A of the Code, in no event shall any such benefits be provided beyond the end of the second calendar year that begins after Executive’s “separation from service” within the meaning of Section 409A of the Code.

(5) The Company will provide Executive outplacement services in the amount of $30,000.

(d) No Mitigation Obligation; Effect on Other Rights. The payment of the severance compensation by the Company to Executive in accordance with the terms of this Section 8 is hereby acknowledged by the Company to be reasonable, and Executive will not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, except as expressly provided in the penultimate sentence of Section 8(c)(4). This Section 8 will not affect any rights (other than any rights to severance, termination, retention or similar compensation or benefits) that Executive may have pursuant to any agreement, plan or policy of the Company or a subsidiary thereof providing employee benefits, which rights shall be governed by the terms thereof.

(e) Certain Defined Terms. The following terms have the following meanings when used in this Section 8:

(i) “Cause” means that Executive shall have:

(1) been convicted of a criminal violation involving fraud, embezzlement or theft

7

(2) committed intentional wrongful damage to property of the Company or any Affiliate; or

(3) committed intentional wrongful disclosure of confidential information of the Company or any Affiliate.

Nothing herein will limit the right of Executive or his beneficiaries to contest the validity of any determination by the Company to terminate Executive for Cause.

(ii) “Incentive Pay” means the annual incentive bonus arrangement described in Section 4(b).

(iii) “Post-Change Period” means the period of time commencing on the Commencement Date and continuing until the second anniversary of the Commencement Date.

(iv) “Termination Date” means the date on which Executive’s employment with the Company and its Affiliates is terminated.

9. Termination of Compensation and Benefits; Execution of Release; Coordination of Provisions. If Executive’s employment terminates otherwise than in a termination entitling him to severance pay and benefits pursuant to Section 7 or Section 8, Executive shall not be entitled to any severance, termination pay or similar compensation or benefits, provided that Executive shall be entitled to any benefits then due or accrued in accordance with the applicable employee benefit plans of the Company or applicable law, including “continuation coverage” under the Company’s group health plans for purposes of Section 4980B of the Code. As a condition of receiving any severance compensation for which Executive otherwise qualifies under Section 7 or Section 8, Executive agrees to execute within sixty (60) days following the date of Executive’s termination of employment a general release in favor of the Company in substantially the form set forth hereto as Exhibit B, such release to be delivered, and to have become fully irrevocable, on or before the end of such 60-day period. It is expressly agreed and understood that if such a release has not been executed and delivered and become fully irrevocable by the end of such 60-day period, no amounts or benefits under Section 7 or 8 shall be or become payable (except that any continued medical, dental or life insurance benefits may be provided during such 60-day period pursuant to Section 7 or 8, as the case may be, but will cease to be provided on the last day of such period). Any severance compensation and benefits to which Executive may be entitled under Section 8 shall be in lieu of any severance compensation or benefits to which Executive may be entitled under Section 7. Executive acknowledges and agrees that, except as specifically described in Section 7 and Section 8, all of Executive’s rights to any compensation, benefits (other than base salary earned through the date of termination of employment and any benefits due or accrued prior to termination of employment in accordance with the applicable employee benefit plans of the Company or applicable law), bonuses or severance from the Company or any Affiliate after termination of the Employment Term shall cease upon such termination.

10. Limitation on Payments and Benefits. Notwithstanding any provision of this Agreement to the contrary, no amount or benefit shall be paid or provided under this Agreement or otherwise to an extent or in a manner that would result in payments or benefits (or other compensation) not being fully deductible by the Company or an Affiliate for federal income tax purposes because of Section 280G of the Code, or any successor provision thereto (or that would result in Executive being subject to the excise tax imposed by Section 4999 of the Code, or any successor provision thereto). The determination of whether any such payments or benefits to be provided under this Agreement or otherwise would not be so deductible (or whether Executive would be subject to such excise tax) shall be made at the expense of the Company, if requested by either Executive or the Company, by a firm of independent accountants or a law firm selected by the Company and reasonably acceptable to Executive. In the event that any payment or benefit intended to be provided under this Agreement or otherwise would constitute a “parachute payment,” as defined in Section 280G of the Code, the Company shall designate the payments and/or benefits (beginning with cash payments) to be reduced or modified so that the Company or an Affiliate is not denied any federal income tax deductions for any such parachute payment because of Section 280G of the Code (or so that Executive is not subject to the excise tax imposed by Section 4999 of the Code).

8

11. Notice. Any notices required or permitted hereunder shall be in writing and shall be deemed to have been given when personally delivered or when mailed, certified or registered mail, or sent by reputable overnight courier, postage prepaid, to the addresses set forth as follows:

If to the Company:

Associated Materials LLC
3773 State Road
Cuyahoga Falls, OH 44223

With copies, which shall not constitute notice, to:

Carey Investment Holdings Corp.
c/o Hellman & Friedman LLC
One Maritime Plaza, 12th Floor
San Francisco, CA 94111
Attention: Erik Ragatz and Arrie Park, Esq.

-and-

Simpson Thacher & Bartlett LLP
2550 Hanover Street
Palo Alto, CA 94304
Attention: Chad Skinner, Esq. and Tristan Brown, Esq.

If to Executive, to such address as shall most currently appear on the records of the Company.

or to such other address as shall be furnished in writing by either party to the other party; provided that such notice or change in address shall be effective only when actually received by the other party.

12. General.

(a) GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY. ANY ACTION TO ENFORCE THIS AGREEMENT AND/OR THE EXHIBITS HERETO MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN THE CITY OF WILMINGTON, DELAWARE. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION. EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

9

(b) Construction and Severability. If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the parties undertake to implement all efforts which are necessary, desirable and sufficient to amend, supplement or substitute all and any such invalid, illegal or unenforceable provisions with enforceable and valid provisions which would produce as nearly as may be possible the result previously intended by the parties without renegotiation of any material terms and conditions stipulated herein.

(c) Assignability. Executive may not assign his interest in or delegate his duties under this Agreement. This Agreement is for the employment of Executive, personally, and the services to be rendered by him under this Agreement must be rendered by him and no other person. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Company and its successors and assigns. Without limiting the foregoing and notwithstanding anything else in this Agreement to the contrary, the Company may assign this Agreement to, and all rights hereunder shall inure to the benefit of, any subsidiary of the Company or any person, firm or corporation resulting from the reorganization of the Company or succeeding to the business or assets of the Company by purchase, merger, consolidation or otherwise.

(d) Warranty by Executive. Executive represents and warrants to the Company that Executive is not subject to any contract, agreement, judgment, order or decree of any kind, or any restrictive agreement of any character, that restricts Executive’s ability to perform his obligations under this Agreement or that would be breached by Executive upon his performance of his duties pursuant to this Agreement, and Executive shall indemnify and hold harmless the Company and the Affiliates from and against any and all liabilities, losses, claims, obligations or the like arising from or in connection with any breach of, or inaccuracy in, Executive’s representations and warranties contained in this sentence.

(e) Compliance with Rules and Policies. Executive shall perform all services in accordance with the lawful policies, procedures and rules established by the Company and the Board. In addition, Executive shall comply with all laws, rules and regulations that are generally applicable to the Company or its subsidiaries and their respective employees, directors and officers.

(f) Withholding Taxes. All amounts payable hereunder shall be subject to the withholding of all applicable taxes and deductions required by any applicable law.

(g) Entire Agreement; Modification; Effectiveness of Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, supersedes all prior agreements and undertakings (including, without limitation, the Prior Employment Agreement), both written and oral, and may not be modified or amended in any way except in writing by the parties hereto. Notwithstanding anything to the contrary herein, this Agreement shall not become effective until the Commencement Date. If the Merger does not occur, then this Agreement shall be of no force or effect.

(h) Duration. Notwithstanding the Employment Term hereunder, this Agreement shall continue for so long as any obligations remain under this Agreement.

10

(i) Termination On or After Expiration of the Employment Term. Unless the Company and Executive otherwise agree in writing, any continuation of Executive’s employment with the Company and its Affiliates beyond the expiration of the Employment Term shall be deemed an employment “at will” and shall not be deemed to extend any of the provisions of this Agreement (other than as provided in Section 12(j) below), and Executive’s employment may thereafter be terminated “at will” by Executive or the Company.

(j) Survival. The covenants set forth in Section 5 and the parties’ respective rights and obligations under Section 8 shall survive and shall continue to be binding upon Executive and the Company, as the case may be, in accordance with their terms, notwithstanding the termination or expiration of this Agreement or the termination of Executive’s employment for any reason whatsoever.

(k) Waiver. No waiver by either party hereto of any of the requirements imposed by this Agreement on, or any breach of any condition or provision of this Agreement to be performed by, the other party shall be deemed a waiver of a similar or dissimilar requirement, provision or condition of this Agreement at the same or any prior or subsequent time. Any such waiver shall be express and in writing, and there shall be no waiver by conduct. Pursuit by either party of any available remedy, either in law or equity, or any action of any kind, does not constitute waiver of any other remedy or action. Such remedies are cumulative and not exclusive.

(l) Counterparts. This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument.

(m) Section References. The words Section and paragraph herein shall refer to provisions of this Agreement unless expressly indicated otherwise.

[Signature page follows]

11

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have hereunto executed this Agreement as of the day and year first written above.

ASSOCIATED MATERIALS LLC
/s/ Stephen E. Graham
By:	Stephen E. Graham
Its:	Vice President — Chief Financial Officer, Treasurer and Secretary
EXECUTIVE
/s/ John F. Haumesser
John F. Haumesser

[Signature Page to Haumesser Employment Agreement]

EXHIBIT A
Annual Incentive Bonus

Executive is eligible to receive an annual bonus, with a target bonus equal to 60% of base salary (the “Target Bonus”). With respect to each fiscal year, the amount of annual bonus payable will be based upon the achievement of both (i) an Adjusted EBITDA goal (the “EBITDA Bonus”) and (ii) other operating metrics (the “OM Bonus”). The EBITDA Bonus will constitute at least 50% of the Target Bonus. For the 2010 fiscal year, Executive’s annual bonus will be calculated and paid in accordance with Exhibit A to the Prior Employment Agreement and consistent with the Company’s past practices with respect to Executive. For the 2011 fiscal year, (x) the EBITDA Bonus will constitute 70% of the Target Bonus and the OM Bonus will constitute the remaining 30% of the Target Bonus, and (y) the table below shows the applicable bonus ranges, as a percentage of base salary, assuming that the target operating metrics are met for the OM Bonus. For the OM Bonus, the applicable operating metrics for each fiscal year, as well as the bonus ranges for these metrics, will be mutually agreed by the Company and the Company’s Chief Executive Officer within the first 90 days of each such fiscal year.

Fiscal Year 2011 Bonus Ranges

	Threshold			Target			Target+			Superior			Excellence			Excellence+
Percentage of Adjusted EBITDA Goal of $180 Million Achieved		92	%		100	%		105	%		110	%		115	%		120	%
Percentage of Base Salary Payable, assuming OM Bonus paid at target level		32	%		60	%		88	%		109	%		126.5	%		144	%

For purposes of Executive’s annual incentive bonus and the computation thereof:

1. Base salary shall mean the annual rate of base salary in effect under this Agreement as of December 31 of the calendar year to which the bonus relates.

2. “Adjusted EBITDA” means the “EBITDA” of Intermediate for the applicable fiscal year, as such term is as defined in the Indenture, except that clause (1)(i) of such definition shall not apply for purposes of this Agreement. “Indenture” means the Indenture dated as of October 13, 2010 among Carey Acquisition Corp., Carey New Finance, Inc., Associated Materials, LLC, Wells Fargo Bank, National Association and the other parties thereto, as amended from time to time.

3. For purposes of illustration, if an employee’s base salary in 2011 is $200,000 and 120% of the Adjusted EBITDA goal is achieved in 2011, assuming the target goal for the other operating metrics (to be agreed with the President and Chief Executive Officer of the Company) is achieved, the total annual bonus would be $288,000 ($200,000 times 144%).

1

4. The Adjusted EBITDA targets as set forth in this Exhibit A will be adjusted by the Board (or its compensation committee) in good faith to reflect each acquisition or disposition by the Company or any of its Affiliates subsequent to the Commencement Date of any business, operation, entity (including the acquisition of only a portion of an entity whose results will be consolidated by the Company in accordance with generally accepted accounting principles), division of any entity or any assets outside the ordinary course of business. If the Company or any Affiliate makes such an acquisition or disposition in a given fiscal year, the Adjusted EBITDA target for such fiscal year and subsequent fiscal years, if applicable, shall be proportionately adjusted, fairly and appropriately, and only to the extent deemed necessary by the Board (or its compensation committee) (after consultation with the Company’s accountants), in the exercise of its good faith judgment, in order to accurately reflect the direct and measurable effect such acquisition or disposition has or is reasonably expected to have on such Adjusted EBITDA target(s). In addition, to the extent applicable, Adjusted EBITDA target(s) will be adjusted by the Board (or its compensation committee) (after consultation with the Company’s accountants) in good faith to reflect any changes in generally accepted accounting principles promulgated by accounting standard setters in order to accurately reflect the effect of such changes on such Adjusted EBITDA target(s). The intent of such adjustments is to keep the probability of achieving the Adjusted EBITDA targets the same as if the event triggering such adjustment had not occurred. The Board’s (or its compensation committee’s) determination of such necessary adjustment(s) shall be made within 90 days following the completion or closing of such event, as applicable, and shall be based on the Company’s accounting as set forth in its books and records and on the Company’s financial plan pursuant to which the Adjusted EBITDA targets were originally established. Any such adjustment(s) made in good faith shall be final and binding on all persons.

2

EXHIBIT B

GENERAL RELEASE

THIS AGREEMENT AND RELEASE, dated as of  _____, 201____ (this “Agreement”), is entered into by and between John F. Haumesser (“Executive”) and Associated Materials LLC (the “Company”).

WHEREAS, Executive is currently employed with the Company; and

WHEREAS, Executive’s employment with the Company will terminate effective as of  _____, 20___;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, Executive and the Company hereby agree as follows:

1. Executive shall be provided severance pay and other benefits (the “Severance Benefits”) in accordance with the terms and conditions of [Section 7/Section 8] of the employment agreement by and between Executive and the Company, dated as of October 13, 2010 (the “Employment Agreement”); provided that, no such Severance Benefits shall be paid or provided if Executive revokes this Agreement pursuant to Section 5 below.

2. Executive, for and on behalf of himself and Executive’s heirs, successors, agents, representatives, executors and assigns, hereby waives and releases any common law, statutory or other complaints, claims, demands, expenses, damages, liabilities, charges or causes of action (each, a “Claim”) arising out of or relating to Executive’s employment or termination of employment with, Executive’s serving in any capacity in respect of, or Executive’s status at any time as a holder of any securities of, any of the Company and any of its affiliates (collectively, the “Company Group”), both known and unknown, in law or in equity, which Executive may now have or ever had against any member of the Company Group or any equityholder, agent, representative, administrator, trustee, attorney, insurer, fiduciary, employee, director or officer of any member of the Company Group, including their successors and assigns (collectively, the “Company Releasees”), including, without limitation, any claim for any severance benefit which might have been due Executive under any previous agreement executed by and between any member of the Company Group and Executive, and any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the basis of age against individuals who are age 40 or older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Equal Pay Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, and the New York State Human Rights Law, all as amended; and all other federal, state and local statutes, ordinances and regulations. By signing this Agreement, Executive acknowledges that Executive intends to waive and release any rights known or unknown Executive may have against the Company Releasees under these and any other laws; provided that, Executive does not waive or release Claims (i) with respect to the right to enforce this Agreement or those provisions of the Employment Agreement that expressly survive the termination of Executive’s employment with the Company, (ii) with respect to any vested right Executive may have under any employee pension or welfare benefit plan of the Company Group, or (iii) any rights to indemnification preserved by Section 5 of the Employment Agreement or under any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Company’s certificates of incorporation, charter and by-laws, or (iv) with respect to any claims that cannot legally be waived.

1

3. Executive acknowledges that Executive has been given twenty-one (21) days from the date of receipt of this Agreement to consider all of the provisions of the Agreement and, to the extent he has not used the entire 21-day period prior to executing the Agreement, he does hereby knowingly and voluntarily waive the remainder of said 21-day period. EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE COMPANY RELEASEES, AS DESCRIBED HEREIN AND THE OTHER PROVISIONS HEREOF. EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT AND EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY.

4. Executive shall have seven (7) days from the date of Executive’s execution of this Agreement to revoke the release, including with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA). If Executive revokes the Agreement, Executive will be deemed not to have accepted the terms of this Agreement.

5. Executive hereby agrees not to defame or disparage any member of the Company Group or any executive, manager, director, or officer of any member of the Company Group in any medium to any person without limitation in time. The Company hereby agrees that its board of directors and the executives, managers and officers of the members of the Company Group shall not defame or disparage Executive in any medium to any person without limitation in time. Notwithstanding this provision, either party may confer in confidence with his or its legal representatives and make truthful statements as required by law.

[Signature page follows]

2

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ASSOCIATED MATERIALS LLC

By:

Its:

EXECUTIVE

John F. Haumesser

3

EX-10.21

Exhibit 10.21

EXECUTION COPY

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 13, 2010 (the “Commencement Date”), is made by and between Associated Materials LLC, a Delaware limited liability company (the “Company”), and Robert M. Franco (“Executive”).

WHEREAS, pursuant to the Agreement and Plan of Merger by and among AMH Holdings II, Inc., a Delaware corporation (“AMH II”), Carey Investment Holdings Corp., a Delaware corporation (“Parent”), Carey Intermediate Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Intermediate”), and Carey Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Intermediate (“Merger Sub”), dated as of September 8, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), Merger Sub has agreed, subject to the terms and conditions of the Merger Agreement, to merge with and into AMH II, whereby Merger Sub will cease to exist and AMH II will become a wholly-owned subsidiary of Parent (the “Merger”);

WHEREAS, Executive previously entered into an employment agreement, dated as of February 17, 2010, with the Company (as amended or amended and restated from time to time, the “Prior Employment Agreement”);

WHEREAS, Executive currently serves as President of AMI Distribution of the Company; and

WHEREAS, upon the consummation of the Merger, the Company desires to secure for itself and affiliates the continuing services of Executive, and Executive desires to provide such continuing services, in each case, pursuant to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Employment. On the terms and subject to the conditions set forth herein, the Company hereby employs Executive as the President of AMI Distribution of the Company, and Executive accepts such employment, for the Employment Term (as defined in Section 3). During the Employment Term, Executive shall report to the President and Chief Executive Officer of the Company, performing such duties as shall be reasonably required of a vice president of a corporation of a similar size and nature to the Company, and shall have such other powers and perform such other duties as may from time to time be assigned to him by the President and Chief Executive Officer of the Company and the Board of Directors of Parent (the “Board”). To the extent requested by the Company’s President and Chief Executive Officer or the Board, Executive shall also serve on any committees of the Board and/or as a director, officer or employee of Parent or any other person or entity which, from time to time, is a direct or indirect subsidiary of Parent (Parent and each such subsidiary, person or entity, other than the Company, are hereinafter referred to collectively as the “Affiliates,” and individually as an “Affiliate”). Executive’s service as a director of the Company or as a director, officer or employee of any Affiliate shall be without additional compensation.

2. Performance. Executive will serve the Company faithfully and to the best of his ability and will devote his full business time, energy, experience and talents to the business of the Company and the Affiliates; provided, that it shall not be a violation of this Agreement for Executive to manage his personal investments and business affairs, or to engage in or serve such civic, community, charitable, educational, or religious organizations as he may reasonably select so long as such service does not interfere with Executive’s performance of his duties hereunder.

3. Employment Term. Subject to earlier termination pursuant to Section 6, Executive’s term of employment hereunder shall begin upon the Commencement Date and continue through the date which is three years following the Commencement Date; provided, that beginning on the third anniversary of the Commencement Date, and on each subsequent anniversary of the Commencement Date, such term shall be automatically extended by an additional one year beyond the end of the then-current term, unless, at least 90 days before such second anniversary of the Commencement Date, or 90 days before any such subsequent anniversary of the Commencement Date, the Board gives written notice to Executive that the Company does not desire to extend the term of this Agreement, in which case, the term of employment hereunder shall terminate as of the third anniversary of the Commencement Date or the end of the then-current term, as applicable (the term of employment hereunder, including any extensions, in accordance with this Section 3, shall be referred to herein as the “Employment Term”).

4. Compensation and Benefits.

(a) Salary. As compensation for his services hereunder and in consideration of Executive’s other agreements hereunder, during the Employment Term, the Company shall pay Executive a base salary, payable in equal installments in accordance with the Company’s payroll procedures, at an annual rate of $343,980, subject to annual review by the Board (or its compensation committee) which may increase, but not decrease, Executive’s base salary.

(b) Annual Incentive Bonus; Stock Options. Commencing on the Commencement Date, Executive shall be entitled to participate in an annual incentive bonus arrangement established by the Company on terms and conditions substantially as set forth in Exhibit A hereto. Any annual incentive bonus to which Executive is entitled under this Agreement for any calendar year shall be paid in a cash lump-sum within 30 days following the close of Intermediate’s books and completion of Intermediate’s annual audit by its external accountants for such calendar year but in any event shall not be paid later than March 15^th of the calendar year immediately following the calendar year to which the bonus relates. Executive shall also be entitled to participate in the stock option plan established by Parent.

(c) Retirement, Medical, Dental and Other Benefits. During the Employment Term, Executive shall, in accordance with the terms and conditions of the applicable plan documents and all applicable laws, be eligible to participate in the various retirement, medical, dental and other employee benefit plans made available by the Company, from time to time, for its executives.

(d) Vacation; Sick Leave. During the Employment Term, Executive shall be entitled to not less than four weeks of vacation during each calendar year and sick leave in accordance with the Company’s policies and practices with respect to its executive officers.

(e) Business Expenses. The Company shall reimburse or advance payment to Executive for all reasonable expenses actually incurred by him in connection with the performance of his duties hereunder in accordance with policies established by the Company from time to time and subject to receipt by the Company of appropriate documentation.

5. Covenants of Executive. Executive acknowledges that in the course of his employment with the Company he has and will become familiar with the Company’s and the Affiliates’ trade secrets and with other confidential information concerning the Company and the Affiliates, and that his services are of special, unique and extraordinary value to the Company and the Affiliates. Therefore, the Company and Executive mutually agree that it is in the interest of both parties for Executive to enter into the restrictive covenants set forth in this Section 5 and that such restrictions and covenants are reasonable given the nature of Executive’s duties and the nature of the Company’s business.

2

(a) Noncompetition. During the Employment Term and for the two year period following termination of the Employment Term (the “Restricted Period”), Executive shall not, within any jurisdiction or marketing area in which the Company or any Affiliate is doing or is qualified to do business, directly or indirectly, own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any manner with, any Business (as hereinafter defined); provided that Executive’s ownership of securities of two percent (2%) or less of any class of securities of a public company shall not, by itself, be considered to be competition with the Company or any Affiliate. For purposes of this Agreement, “Business” shall mean the manufacturing, production, distribution or sale of exterior residential building products, including, without limitation, vinyl siding, windows, fencing, decking, railings and garage doors, or any other business of a type and character engaged in by the Company or an Affiliate during the Employment Term (including, without limitation, any business in which the Company or any Affiliate has specific plans to conduct in the future and as to which Executive was aware of such planning at or prior to the time Executive’s employment is terminated).

(b) Nonsolicitation. During the Employment Term and the Restricted Period, Executive shall not, directly or indirectly, (i) hire or employ, solicit for employment or otherwise contract for the services of any individual who is or was an employee or consultant of the Company or any Affiliate; (ii) otherwise induce or attempt to induce any employee or consultant of the Company or an Affiliate to leave the employ or service of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee or consultant respectively thereof; or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate to cease doing business with the Company or such Affiliate, or interfere in any way with the relationship between any such customer, supplier, licensee or business relation and the Company or any Affiliate.

(c) Nondisclosure; Inventions. For the Employment Term and at all times thereafter, (i) Executive shall not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Board of any such order), directly or indirectly, other than in the regular and proper course of business of the Company and the Affiliates, any customer lists, trade secrets or other confidential knowledge or information with respect to the operations or finances of the Company or any Affiliates or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company or the Affiliates, including, without limitation, any know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals concerning the past, current or future business, activities and operations of the Company and the Affiliates (all of the foregoing collectively hereinafter referred to as “Confidential Information”), and (ii) Executive will not use, directly or indirectly, any Confidential Information for the benefit of anyone other than the Company and the Affiliates; provided, that Executive has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the general public other than through disclosure by Executive. All Confidential Information, new processes, techniques, know-how, methods, inventions, plans, products, patents and devices developed, made or invented by Executive, alone or with others, while an employee of the Company which are related to the business of the Company and the Affiliates shall be and become the sole property of the Company, unless released in writing by the Board, and Executive hereby assigns any and all rights therein or thereto to the Company.

3

(d) Nondisparagement. During the Employment Term and at all times thereafter, Executive shall not take any action to disparage or criticize the Company or any Affiliate or their respective employees, directors, owners or customers or to engage in any other action that injures or hinders the business relationships of the Company or any Affiliate. Nothing contained in this Section 5(d) shall preclude Executive from enforcing his rights under this Agreement.

(e) Return of Company Property. All Confidential Information, files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company or an Affiliate, whether prepared by Executive or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of the Company and shall be delivered to the Company, and not retained by Executive (including, without limitations, any copies thereof), promptly upon request by the Company and, in any event, promptly upon termination of the Employment Term.

(f) Enforcement. Executive acknowledges that a breach of his covenants contained in this Section 5 may cause irreparable damage to the Company and the Affiliates, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach would be inadequate. Accordingly, Executive agrees that if he breaches or threatens to breach any of the covenants contained in this Section 5, in addition to any other remedy which may be available at law or in equity, the Company and the Affiliates shall be entitled to specific performance and injunctive relief to prevent the breach or any threatened breach thereof without bond or other security or a showing that monetary damages will not provide an adequate remedy.

(g) Scope of Covenants. The Company and Executive further acknowledge that the time, scope, geographic area and other provisions of this Section 5 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement. In the event that the agreements in this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action.

6. Termination. The employment of Executive hereunder shall automatically terminate at the end of the Employment Term. The employment of Executive hereunder and the Employment Term may also be terminated at any time by the Company with or without Cause. For purposes of this Agreement, except as otherwise provided in Section 8, “Cause” shall mean: (i) embezzlement, theft or misappropriation by Executive of any property of the Company or an Affiliate; (ii) any breach by Executive of Executive’s covenants under Section 5; (iii) any breach by Executive of any other material provision of this Agreement which breach is not cured, to the extent susceptible to cure, within 30 days after the Company has given written notice to Executive describing such breach; (iv) willful failure by Executive to perform the duties of his employment hereunder which continues for a period of 14 days following written notice thereof by the Company to Executive; (v) the conviction of, or a plea of nolo contendere (or a similar plea) to, any criminal offense that is a felony or involves fraud, or any other criminal offense punishable by imprisonment of at least one year or materially injurious to the business or reputation of the Company or an Affiliate involving theft, dishonesty, misrepresentation or moral turpitude; (vi) gross negligence or willful misconduct on the part of Executive in the performance of his duties as an employee, officer or director of the Company or an Affiliate; (vii) Executive’s breach of his fiduciary obligations to the Company or an Affiliate; (viii) Executive’s commission of intentional, wrongful damage to property of the Company or an Affiliate; (ix) any chemical dependence of Executive which adversely affects the performance of his duties and responsibilities to the Company or an Affiliate; or (x) Executive’s violation of the Company’s or an Affiliate’s code of ethics, code of business conduct or similar policies applicable to Executive. The existence or non-existence of Cause shall be determined in good faith by the Board. The employment of Executive may also be terminated at any time by Executive by notice of resignation delivered to the Company not less than 90 days prior to the effective date of such resignation.

4

7. Severance for Terminations Other Than During the Post-Change Period. Except as otherwise provided in Section 8 and subject to Section 9, if Executive’s employment hereunder is terminated during the Employment Term (other than during the Post-Change Period) by the Company or is terminated due to expiration of the Employment Term following notice by the Company not to extend the Employment Term in accordance with Section 3, in each case other than for Cause or due to disability (as determined in the good faith discretion of the Board) or death, Executive shall be entitled to receive as severance: (i) an amount equal to Executive’s base salary pursuant to Section 4(a) (at the rate in effect immediately prior to the Termination Date), which amount shall be payable, commencing no earlier than the sixty-first day following such termination, in 12 equal monthly installments (other than the first such installment, which shall include all amounts that would otherwise have been paid to Executive if payment had commenced immediately following such termination of employment) in accordance with the Company’s payroll procedures over the 12-month period following the date of Executive’s termination (such 12-month period, the “Severance Period”); (ii) continued medical and dental benefits described in Section 4(c) for the Severance Period, at the same rate of employee and Company shared costs of such coverage as in effect from time to time for active employees of the Company; and (iii) a pro rata portion (based on the number of days Executive was employed by the Company during the calendar year of termination) of any annual incentive bonus otherwise payable in accordance with Section 4(b) for the year of termination of Executive’s employment, payable no earlier than the date on which such bonus, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15^th of the calendar year immediately following the calendar year of such termination. With respect to any such continued medical and dental benefits described in clause (ii) of the first sentence of this Section 7 for which Executive is eligible, (I) if the Company cannot continue such benefits without adverse tax consequences to Executive or the Company or for any other reason, the Company shall pay Executive for the cost of such benefits; (II) such benefits shall be discontinued in the event Executive becomes eligible for similar benefits from a successor employer (and Executive’s eligibility for any such benefits shall be reported by Executive to the Company); and (III) Executive’s period of “continuation coverage” for purposes of Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), shall be deemed to commence on the date of Executive’s termination of employment.

8. Post-Change Period.

(a) Termination During the Post-Change Period. If Executive’s employment is terminated by the Company or an Affiliate during the “Post-Change Period” (as defined below), then, subject to Section 9, Executive shall be entitled to the benefits provided by Section 8(c) unless such termination is the result of the occurrence of one or more of the following events:

(i) Executive’s death;

(ii) Executive’s employment is terminated by the Company or an Affiliate due to disability (as determined in the good faith discretion of the Board); or

(iii) Cause (as defined in Section 8(e)(i)).

5

If, during the Post-Change Period, Executive’s employment is terminated by the Company or an Affiliate as described in clause (i), (ii) or (iii) of this Section 8(a), Executive will not be entitled to the benefits provided by Section 8(c).

(b) Good Leaver Termination by Executive. Executive may terminate employment with the Company during the Post-Change Period with the right to severance compensation as provided in Section 8(c) upon the occurrence of one or more of the following events without Executive’s prior written consent (regardless of whether any other reason, other than death, disability (as determined in the good faith discretion of the Board) or Cause, for such termination has occurred, including other employment) and any termination following the occurrence of one or more of such events shall hereafter be referred to as a “Good Leaver Termination”:

(i) the failure to maintain Executive in the position, or a substantially equivalent or superior position, with the Company and/or with a direct or indirect parent company of the Company that Executive held immediately prior to the Commencement Date, which is not remedied by the Company within 10 calendar days after receipt by the Company of notice from Executive of such failure;

(ii) (A) a reduction in Executive’s base salary pursuant to Section 4(a) hereof or (B) the termination or significant reduction in the aggregate of Executive’s right to participate in employee benefit plans or programs of the Company as in effect on the date hereof (other than Incentive Pay (as hereinafter defined) or any other bonus, incentive or stock or equity-based compensation or benefits), in either case which is not remedied by the Company within 10 calendar days after receipt by the Company of notice from Executive of such reduction or termination;

(iii) a reduction or elimination of Executive’s opportunity to earn Incentive Pay pursuant to any plan or program in effect on the date hereof which is not remedied by the Company within 10 calendar days after receipt by the Company of notice from Executive of such reduction or elimination (for the avoidance of doubt, changes in the value or performance of the Company or an Affiliate or successor of either following the Commencement Date shall not be considered a reduction or elimination of Executive’s opportunity to earn Incentive Pay); or

(iv) the Company requires Executive to have his principal place of work changed to any location that is more than 35 miles from the location thereof on the date hereof.

(c) Post-Change Period Severance. If the Company or an Affiliate terminates Executive’s employment during the Post-Change Period other than as described in clause (i), (ii) or (iii) of Section 8(a), or if Executive terminates his employment pursuant to a Good Leaver Termination, Executive shall not be entitled to the severance compensation described in Section 7, and, subject to Section 9, the Company will instead pay or provide to Executive the following payments and benefits:

(1) A lump sum payment in an amount equal to all Base Pay and Incentive Pay (other than for the calendar year of such termination of employment) owed to Executive for periods on or prior to the Termination Date, which payment shall be made no later than the first regularly scheduled payroll period following the Termination Date.

6

(2) An amount equal to the sum of (x) two times Executive’s base salary pursuant to Section 4(a) (at the rate in effect immediately prior to the Termination Date) and (y) two times Incentive Pay (in an amount equal to the highest amount of Incentive Pay earned by Executive in any calendar year during the three calendar years immediately preceding the year in which the Commencement Date occurred), which amount shall be payable, commencing no earlier than the sixty-first day following such termination, in twenty-four (24) equal monthly installments (other than the first such installment, which shall include all amounts that would otherwise have been paid to Executive if payment had commenced immediately following such termination of employment) in accordance with the Company’s payroll procedures over the 24-month period following the date of Executive’s termination.

(3) In the event that the Termination Date occurs after June 30^th in any calendar year, a lump sum payment equal to one times Incentive Pay for such calendar year, multiplied by a fraction, the numerator of which is the number of days between (and including) January 1^st of the calendar year in which the Termination Date occurs and the Termination Date, and the denominator of which is 365, which amount shall be payable no earlier than the date on which such Incentive Pay, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15^th of the calendar year immediately following the calendar year of such termination.

(4) For a period of 24 months following the Termination Date (the “Continuation Period”), the Company will provide Executive with medical, dental and life insurance benefits consistent with the terms in effect for such benefits for active employees of the Company during the Continuation Period. If and to the extent that any benefit described in this Section 8(c)(4) is not or cannot be paid or provided under any Company plan or program without adverse tax consequences to Executive or the Company or for any other reason, then the Company shall pay Executive for the cost of such benefits. Without otherwise limiting the purposes of Section 8(d), employee benefits otherwise receivable by Executive pursuant to this Section 8(c)(4) will be reduced to the extent comparable welfare benefits are actually received by Executive from another employer during the Continuation Period following Executive’s Termination Date, and any such benefits actually received by Executive shall be reported by Executive to the Company. The foregoing to the contrary notwithstanding, to the extent required in order to comply with Section 409A of the Code, in no event shall any such benefits be provided beyond the end of the second calendar year that begins after Executive’s “separation from service” within the meaning of Section 409A of the Code.

(5) The Company will provide Executive outplacement services in the amount of $30,000.

(d) No Mitigation Obligation; Effect on Other Rights. The payment of the severance compensation by the Company to Executive in accordance with the terms of this Section 8 is hereby acknowledged by the Company to be reasonable, and Executive will not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, except as expressly provided in the penultimate sentence of Section 8(c)(4). This Section 8 will not affect any rights (other than any rights to severance, termination, retention or similar compensation or benefits) that Executive may have pursuant to any agreement, plan or policy of the Company or a subsidiary thereof providing employee benefits, which rights shall be governed by the terms thereof.

(e) Certain Defined Terms. The following terms have the following meanings when used in this Section 8:

(i) “Cause” means that Executive shall have:

(1) been convicted of a criminal violation involving fraud, embezzlement or theft

7

(2) committed intentional wrongful damage to property of the Company or any Affiliate; or

(3) committed intentional wrongful disclosure of confidential information of the Company or any Affiliate.

Nothing herein will limit the right of Executive or his beneficiaries to contest the validity of any determination by the Company to terminate Executive for Cause.

(ii) “Incentive Pay” means the annual incentive bonus arrangement described in Section 4(b).

(iii) “Post-Change Period” means the period of time commencing on the Commencement Date and continuing until the second anniversary of the Commencement Date.

(iv) “Termination Date” means the date on which Executive’s employment with the Company and its Affiliates is terminated.

9. Termination of Compensation and Benefits; Execution of Release; Coordination of Provisions. If Executive’s employment terminates otherwise than in a termination entitling him to severance pay and benefits pursuant to Section 7 or Section 8, Executive shall not be entitled to any severance, termination pay or similar compensation or benefits, provided that Executive shall be entitled to any benefits then due or accrued in accordance with the applicable employee benefit plans of the Company or applicable law, including “continuation coverage” under the Company’s group health plans for purposes of Section 4980B of the Code. As a condition of receiving any severance compensation for which Executive otherwise qualifies under Section 7 or Section 8, Executive agrees to execute within sixty (60) days following the date of Executive’s termination of employment a general release in favor of the Company in substantially the form set forth hereto as Exhibit B, such release to be delivered, and to have become fully irrevocable, on or before the end of such 60-day period. It is expressly agreed and understood that if such a release has not been executed and delivered and become fully irrevocable by the end of such 60-day period, no amounts or benefits under Section 7 or 8 shall be or become payable (except that any continued medical, dental or life insurance benefits may be provided during such 60-day period pursuant to Section 7 or 8, as the case may be, but will cease to be provided on the last day of such period). Any severance compensation and benefits to which Executive may be entitled under Section 8 shall be in lieu of any severance compensation or benefits to which Executive may be entitled under Section 7. Executive acknowledges and agrees that, except as specifically described in Section 7 and Section 8, all of Executive’s rights to any compensation, benefits (other than base salary earned through the date of termination of employment and any benefits due or accrued prior to termination of employment in accordance with the applicable employee benefit plans of the Company or applicable law), bonuses or severance from the Company or any Affiliate after termination of the Employment Term shall cease upon such termination.

10. Limitation on Payments and Benefits. Notwithstanding any provision of this Agreement to the contrary, no amount or benefit shall be paid or provided under this Agreement or otherwise to an extent or in a manner that would result in payments or benefits (or other compensation) not being fully deductible by the Company or an Affiliate for federal income tax purposes because of Section 280G of the Code, or any successor provision thereto (or that would result in Executive being subject to the excise tax imposed by Section 4999 of the Code, or any successor provision thereto). The determination of whether any such payments or benefits to be provided under this Agreement or otherwise would not be so deductible (or whether Executive would be subject to such excise tax) shall be made at the expense of the Company, if requested by either Executive or the Company, by a firm of independent accountants or a law firm selected by the Company and reasonably acceptable to Executive. In the event that any payment or benefit intended to be provided under this Agreement or otherwise would constitute a “parachute payment,” as defined in Section 280G of the Code, the Company shall designate the payments and/or benefits (beginning with cash payments) to be reduced or modified so that the Company or an Affiliate is not denied any federal income tax deductions for any such parachute payment because of Section 280G of the Code (or so that Executive is not subject to the excise tax imposed by Section 4999 of the Code).

8

11. Notice. Any notices required or permitted hereunder shall be in writing and shall be deemed to have been given when personally delivered or when mailed, certified or registered mail, or sent by reputable overnight courier, postage prepaid, to the addresses set forth as follows:

If to the Company:

Associated Materials LLC
3773 State Road
Cuyahoga Falls, OH 44223

With copies, which shall not constitute notice, to:

Carey Investment Holdings Corp.
c/o Hellman & Friedman LLC
One Maritime Plaza, 12th Floor
San Francisco, CA 94111
Attention: Erik Ragatz and Arrie Park, Esq.

-and-

Simpson Thacher & Bartlett LLP
2550 Hanover Street
Palo Alto, CA 94304
Attention: Chad Skinner, Esq. and Tristan Brown, Esq.

If to Executive, to such address as shall most currently appear on the records of the Company.

or to such other address as shall be furnished in writing by either party to the other party; provided that such notice or change in address shall be effective only when actually received by the other party.

12. General.

(a) GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY. ANY ACTION TO ENFORCE THIS AGREEMENT AND/OR THE EXHIBITS HERETO MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN THE CITY OF WILMINGTON, DELAWARE. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION. EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

9

(b) Construction and Severability. If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the parties undertake to implement all efforts which are necessary, desirable and sufficient to amend, supplement or substitute all and any such invalid, illegal or unenforceable provisions with enforceable and valid provisions which would produce as nearly as may be possible the result previously intended by the parties without renegotiation of any material terms and conditions stipulated herein.

(c) Assignability. Executive may not assign his interest in or delegate his duties under this Agreement. This Agreement is for the employment of Executive, personally, and the services to be rendered by him under this Agreement must be rendered by him and no other person. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Company and its successors and assigns. Without limiting the foregoing and notwithstanding anything else in this Agreement to the contrary, the Company may assign this Agreement to, and all rights hereunder shall inure to the benefit of, any subsidiary of the Company or any person, firm or corporation resulting from the reorganization of the Company or succeeding to the business or assets of the Company by purchase, merger, consolidation or otherwise.

(d) Warranty by Executive. Executive represents and warrants to the Company that Executive is not subject to any contract, agreement, judgment, order or decree of any kind, or any restrictive agreement of any character, that restricts Executive’s ability to perform his obligations under this Agreement or that would be breached by Executive upon his performance of his duties pursuant to this Agreement, and Executive shall indemnify and hold harmless the Company and the Affiliates from and against any and all liabilities, losses, claims, obligations or the like arising from or in connection with any breach of, or inaccuracy in, Executive’s representations and warranties contained in this sentence.

(e) Compliance with Rules and Policies. Executive shall perform all services in accordance with the lawful policies, procedures and rules established by the Company and the Board. In addition, Executive shall comply with all laws, rules and regulations that are generally applicable to the Company or its subsidiaries and their respective employees, directors and officers.

(f) Withholding Taxes. All amounts payable hereunder shall be subject to the withholding of all applicable taxes and deductions required by any applicable law.

(g) Entire Agreement; Modification; Effectiveness of Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, supersedes all prior agreements and undertakings (including, without limitation, the Prior Employment Agreement), both written and oral, and may not be modified or amended in any way except in writing by the parties hereto. Notwithstanding anything to the contrary herein, this Agreement shall not become effective until the Commencement Date. If the Merger does not occur, then this Agreement shall be of no force or effect.

(h) Duration. Notwithstanding the Employment Term hereunder, this Agreement shall continue for so long as any obligations remain under this Agreement.

10

(i) Termination On or After Expiration of the Employment Term. Unless the Company and Executive otherwise agree in writing, any continuation of Executive’s employment with the Company and its Affiliates beyond the expiration of the Employment Term shall be deemed an employment “at will” and shall not be deemed to extend any of the provisions of this Agreement (other than as provided in Section 12(j) below), and Executive’s employment may thereafter be terminated “at will” by Executive or the Company.

(j) Survival. The covenants set forth in Section 5 and the parties’ respective rights and obligations under Section 8 shall survive and shall continue to be binding upon Executive and the Company, as the case may be, in accordance with their terms, notwithstanding the termination or expiration of this Agreement or the termination of Executive’s employment for any reason whatsoever.

(k) Waiver. No waiver by either party hereto of any of the requirements imposed by this Agreement on, or any breach of any condition or provision of this Agreement to be performed by, the other party shall be deemed a waiver of a similar or dissimilar requirement, provision or condition of this Agreement at the same or any prior or subsequent time. Any such waiver shall be express and in writing, and there shall be no waiver by conduct. Pursuit by either party of any available remedy, either in law or equity, or any action of any kind, does not constitute waiver of any other remedy or action. Such remedies are cumulative and not exclusive.

(l) Counterparts. This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument.

(m) Section References. The words Section and paragraph herein shall refer to provisions of this Agreement unless expressly indicated otherwise.

[Signature page follows]

11

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have hereunto executed this Agreement as of the day and year first written above.

ASSOCIATED MATERIALS LLC
/s/ Stephen E. Graham
By:	Stephen E. Graham
Its:	Vice President—Chief Financial Officer, Treasurer and Secretary
EXECUTIVE
/s/ Robert M. Franco
Robert M. Franco

Signature Page to Employment Agreement

EXHIBIT A
Annual Incentive Bonus

Executive is eligible to receive an annual bonus, with a target bonus equal to 60% of base salary (the “Target Bonus”). With respect to each fiscal year, the amount of annual bonus payable will be based upon the achievement of both (i) an Adjusted EBITDA goal (the “EBITDA Bonus”) and (ii) other operating metrics (the “OM Bonus”). The EBITDA Bonus will constitute at least 50% of the Target Bonus. For the 2010 fiscal year, Executive’s annual bonus will be calculated and paid in accordance with Exhibit A to the Prior Employment Agreement and consistent with the Company’s past practices with respect to Executive. For the 2011 fiscal year, (x) the EBITDA Bonus will constitute 70% of the Target Bonus and the OM Bonus will constitute the remaining 30% of the Target Bonus, and (y) the table below shows the applicable bonus ranges, as a percentage of base salary, assuming that the target operating metrics are met for the OM Bonus. For the OM Bonus, the applicable operating metrics for each fiscal year, as well as the bonus ranges for these metrics, will be mutually agreed by the Company and the Company’s Chief Executive Officer within the first 90 days of each such fiscal year.

Fiscal Year 2011 Bonus Ranges

	Threshold			Target			Target+			Superior			Excellence			Excellence+
Percentage of Adjusted EBITDA Goal of $180 Million Achieved		92	%		100	%		105	%		110	%		115	%		120	%
Percentage of Base Salary Payable, assuming OM Bonus paid at target level		32	%		60	%		88	%		109	%		126.5	%		144	%

For purposes of Executive’s annual incentive bonus and the computation thereof:

1. Base salary shall mean the annual rate of base salary in effect under this Agreement as of December 31 of the calendar year to which the bonus relates.

2. “Adjusted EBITDA” means the “EBITDA” of Intermediate for the applicable fiscal year, as such term is as defined in the Indenture, except that clause (1)(i) of such definition shall not apply for purposes of this Agreement. “Indenture” means the Indenture dated as of October 13, 2010 among Carey Acquisition Corp., Carey New Finance, Inc., Associated Materials, LLC, Wells Fargo Bank, National Association and the other parties thereto, as amended from time to time.

3. For purposes of illustration, if an employee’s base salary in 2011 is $200,000 and 120% of the Adjusted EBITDA goal is achieved in 2011, assuming the target goal for the other operating metrics (to be agreed with the President and Chief Executive Officer of the Company) is achieved, the total annual bonus would be $288,000 ($200,000 times 144%).

1

4. The Adjusted EBITDA targets as set forth in this Exhibit A will be adjusted by the Board (or its compensation committee) in good faith to reflect each acquisition or disposition by the Company or any of its Affiliates subsequent to the Commencement Date of any business, operation, entity (including the acquisition of only a portion of an entity whose results will be consolidated by the Company in accordance with generally accepted accounting principles), division of any entity or any assets outside the ordinary course of business. If the Company or any Affiliate makes such an acquisition or disposition in a given fiscal year, the Adjusted EBITDA target for such fiscal year and subsequent fiscal years, if applicable, shall be proportionately adjusted, fairly and appropriately, and only to the extent deemed necessary by the Board (or its compensation committee) (after consultation with the Company’s accountants), in the exercise of its good faith judgment, in order to accurately reflect the direct and measurable effect such acquisition or disposition has or is reasonably expected to have on such Adjusted EBITDA target(s). In addition, to the extent applicable, Adjusted EBITDA target(s) will be adjusted by the Board (or its compensation committee) (after consultation with the Company’s accountants) in good faith to reflect any changes in generally accepted accounting principles promulgated by accounting standard setters in order to accurately reflect the effect of such changes on such Adjusted EBITDA target(s). The intent of such adjustments is to keep the probability of achieving the Adjusted EBITDA targets the same as if the event triggering such adjustment had not occurred. The Board’s (or its compensation committee’s) determination of such necessary adjustment(s) shall be made within 90 days following the completion or closing of such event, as applicable, and shall be based on the Company’s accounting as set forth in its books and records and on the Company’s financial plan pursuant to which the Adjusted EBITDA targets were originally established. Any such adjustment(s) made in good faith shall be final and binding on all persons.

2

EXHIBIT B

GENERAL RELEASE

THIS AGREEMENT AND RELEASE, dated as of  _____, 201___ (this “Agreement”), is entered into by and between Robert M. Franco (“Executive”) and Associated Materials LLC (the “Company”).

WHEREAS, Executive is currently employed with the Company; and

WHEREAS, Executive’s employment with the Company will terminate effective as of  _____, 20___;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, Executive and the Company hereby agree as follows:

1. Executive shall be provided severance pay and other benefits (the “Severance Benefits”) in accordance with the terms and conditions of [Section 7/Section 8] of the employment agreement by and between Executive and the Company, dated as of October 13, 2010 (the “Employment Agreement”); provided that, no such Severance Benefits shall be paid or provided if Executive revokes this Agreement pursuant to Section 5 below.

2. Executive, for and on behalf of himself and Executive’s heirs, successors, agents, representatives, executors and assigns, hereby waives and releases any common law, statutory or other complaints, claims, demands, expenses, damages, liabilities, charges or causes of action (each, a “Claim”) arising out of or relating to Executive’s employment or termination of employment with, Executive’s serving in any capacity in respect of, or Executive’s status at any time as a holder of any securities of, any of the Company and any of its affiliates (collectively, the “Company Group”), both known and unknown, in law or in equity, which Executive may now have or ever had against any member of the Company Group or any equityholder, agent, representative, administrator, trustee, attorney, insurer, fiduciary, employee, director or officer of any member of the Company Group, including their successors and assigns (collectively, the “Company Releasees”), including, without limitation, any claim for any severance benefit which might have been due Executive under any previous agreement executed by and between any member of the Company Group and Executive, and any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the basis of age against individuals who are age 40 or older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Equal Pay Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, and the New York State Human Rights Law, all as amended; and all other federal, state and local statutes, ordinances and regulations. By signing this Agreement, Executive acknowledges that Executive intends to waive and release any rights known or unknown Executive may have against the Company Releasees under these and any other laws; provided that, Executive does not waive or release Claims (i) with respect to the right to enforce this Agreement or those provisions of the Employment Agreement that expressly survive the termination of Executive’s employment with the Company, (ii) with respect to any vested right Executive may have under any employee pension or welfare benefit plan of the Company Group, or (iii) any rights to indemnification preserved by Section 5 of the Employment Agreement or under any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Company’s certificates of incorporation, charter and by-laws, or (iv) with respect to any claims that cannot legally be waived.

1

3. Executive acknowledges that Executive has been given twenty-one (21) days from the date of receipt of this Agreement to consider all of the provisions of the Agreement and, to the extent he has not used the entire 21-day period prior to executing the Agreement, he does hereby knowingly and voluntarily waive the remainder of said 21-day period. EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE COMPANY RELEASEES, AS DESCRIBED HEREIN AND THE OTHER PROVISIONS HEREOF. EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT AND EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY.

4. Executive shall have seven (7) days from the date of Executive’s execution of this Agreement to revoke the release, including with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA). If Executive revokes the Agreement, Executive will be deemed not to have accepted the terms of this Agreement.

5. Executive hereby agrees not to defame or disparage any member of the Company Group or any executive, manager, director, or officer of any member of the Company Group in any medium to any person without limitation in time. The Company hereby agrees that its board of directors and the executives, managers and officers of the members of the Company Group shall not defame or disparage Executive in any medium to any person without limitation in time. Notwithstanding this provision, either party may confer in confidence with his or its legal representatives and make truthful statements as required by law.

[Signature page follows]

2

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ASSOCIATED MATERIALS LLC

By:

Its:

EXECUTIVE

Robert M. Franco

3

EX-10.22

Exhibit 10.22

INDEMNIFICATION AGREEMENT

This Indemnification Agreement is dated as of  _____, 2011 (this “Agreement”) and is between AMH Investment Holdings Corp., a Delaware corporation formerly known as Carey Investment Holdings Corp. (“Holdings”), AMH Intermediate Holdings Corp., a Delaware corporation formerly known as Carey Intermediate Holdings Corp. (“Intermediate”), and Associated Materials, LLC, a Delaware limited liability company (“Associated,” and together with Holdings and Intermediate, the “Companies”), and  _____  (“Indemnitee”).

WHEREAS, Indemnitee is a director and/or officer of one or more of the Companies and may also serve as a director, officer, partner, member, manager, employee, consultant, fiduciary or agent (collectively, the “Indemnifiable Positions”) of other corporations, limited liability companies, partnerships, joint ventures, trusts, employee benefit plans or other enterprises controlled by the Companies (collectively, the “Controlled Entities”);

WHEREAS, in order to induce Indemnitee to continue to serve as a director and/or officer of the Companies and/or in other Indemnifiable Positions of the Controlled Entities, the Companies wish to provide for the indemnification of, and the advancement of Expenses (as defined herein) to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Certificates of Incorporation of Holdings and Intermediate (as amended from time to time, the “Charters”) provide for the indemnification of the directors and officers of Holdings and Intermediate to the fullest extent permitted under the Delaware General Corporation Law (the “DGCL”);

WHEREAS, the Bylaws of Holdings and Intermediate (as amended from time to time, the “Bylaws”) provide certain indemnification rights to the directors and officers of Holdings and Intermediate; and

WHEREAS, the Limited Liability Company Agreement of Associated (as amended from time to time, the “LLC Agreement”) provides for the indemnification of the directors and officers of Associated to the fullest extent permitted under the Delaware Limited Liability Company Act (the “LLC Act”);

WHEREAS, the Stockholders Agreement, dated as of October 13, 2010 (as amended from time to time, the “Stockholders Agreement”), by and among the Companies, Hellman & Friedman Capital Partners VI, L.P., a Delaware limited partnership, Hellman & Friedman Capital Partners VI (Parallel), L.P., a Delaware limited partnership, Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership, Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership, and the other parties thereto provides certain indemnification rights to certain of the parties thereto, including certain of the Companies’ directors and officers;

WHEREAS, the Companies and Indemnitee desire to enter into this Agreement to set forth their agreement regarding indemnification and the advancement of Expenses and to clarify the priority of the indemnification and advancement of Expenses with respect to certain Jointly Indemnifiable Claims (as defined herein).

NOW, THEREFORE, in consideration of Indemnitee’s service or continued service to the Companies and/or the Controlled Entities and the covenants and agreements set forth below, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows.

Section 1. Indemnification.

To the fullest extent permitted by the DGCL:

(a) The Companies, jointly and severally, shall indemnify Indemnitee if Indemnitee was or is made or is threatened to be made a party to, or is otherwise involved in, as a witness or otherwise, any threatened, pending or completed Action, Suit or Proceeding (brought in the right of any of the Companies or otherwise), whether civil, criminal, administrative or investigative and whether formal or informal, including appeals.

(b) The indemnification provided by this Section 1 shall be from and against all loss and liability suffered and Expenses (including attorneys’ fees), Judgments, Fines and Amounts Paid in Settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such Action, Suit or Proceeding, including any appeals.

Section 2. Payment of Expenses. To the fullest extent permitted by the DGCL, Expenses (including attorneys’ fees) incurred by Indemnitee in appearing at, participating in or defending any Action, Suit or Proceeding or in connection with an enforcement action as contemplated by Section 3(d), shall be paid, jointly and severally, by the Companies in advance of the final disposition of such Action, Suit or Proceeding or such enforcement action within 15 days after receipt by the Companies of a statement or statements from Indemnitee requesting such advance or advances from time to time. The Indemnitee hereby undertakes to repay any amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled under this Agreement to be indemnified by the Companies in respect of such Action, Suit or Proceeding or such enforcement action as contemplated by Section 3(d). No other form of undertaking shall be required of Indemnitee other than the execution of this Agreement. This Section 2 shall be subject to Section 3(b) and shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a).

Section 3. Procedure for Indemnification; Notification and Defense of Claim.

(a) Promptly after receipt by Indemnitee of notice of the commencement of any Action, Suit or Proceeding, Indemnitee shall, if a claim in respect thereof is to be made or could be made against the Companies hereunder, notify the Companies in writing of the commencement thereof. The failure to promptly notify the Companies of the commencement of the Action, Suit or Proceeding, or of Indemnitee’s request for indemnification, will not relieve the Companies from any liability that they may have to Indemnitee hereunder, except to the extent the Companies are actually and materially prejudiced (through the forfeiture of substantive rights or defenses) in their defense of such Action, Suit or Proceeding as a result of such failure. To obtain indemnification under this Agreement, Indemnitee shall submit to the Companies a written request therefor including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to enable the Companies to determine whether and to what extent Indemnitee is entitled to indemnification. In addition, Indemnitee shall reasonably cooperate with the Companies and shall give the Companies such additional information as the Companies may reasonably require.

2

(b) With respect to any Action, Suit or Proceeding of which the Companies are so notified as provided in this Agreement, the Companies shall, subject to the last two sentences of this paragraph and subject to the Companies’ prior determination pursuant to Section 3(c) to grant Indemnitee’s indemnification request with respect to such Action, Suit or Proceeding, be entitled to assume the defense of such Action, Suit or Proceeding, with counsel reasonably acceptable to Indemnitee (which acceptance shall not be unreasonably withheld or delayed), upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Companies, the Companies will not be liable to Indemnitee under this Agreement for any subsequently-incurred fees of separate counsel engaged by or on behalf of Indemnitee with respect to the same Action, Suit or Proceeding unless the Companies do not continue to retain such counsel to defend such Action, Suit or Proceeding. Notwithstanding the foregoing, if Indemnitee, based on the advice of his or her counsel, shall have reasonably concluded (with written notice being given to the Companies setting forth the basis for such conclusion) that, in the conduct of any such defense, there is or is reasonably likely to be a conflict of interest or position between any of the Companies and Indemnitee with respect to a significant issue, then the Companies will not be entitled, without the written consent of Indemnitee, to assume such defense. In addition, the Companies will not be entitled, without the written consent of Indemnitee, to assume the defense of any claim brought by or in the right of any of the Companies.

(c) The determination whether to grant Indemnitee’s indemnification request shall be made promptly and in any event within 30 days following the Companies’ receipt of a request for indemnification in accordance with Section 3(a). If the Companies determine that Indemnitee is entitled to such indemnification, the Companies will make payment to Indemnitee of the indemnifiable amount within such 30 day period. If the Companies’ determination of whether to grant Indemnitee’s indemnification request shall not have been made within such 30 day period, the requisite determination of entitlement to indemnification shall, subject to Section 6, nonetheless be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under the DGCL.

(d) In the event that (i) the Companies determine in accordance with this Section 3 that Indemnitee is not entitled to indemnification under this Agreement, (ii) the Companies deny a request for indemnification, in whole or in part, or fails to respond or make a determination of entitlement to indemnification within 30 days following receipt of a request for indemnification as described above, (iii) payment of indemnification is not made within such 30 day period, (iv) advancement of Expenses is not timely made in accordance with Section 2, or (v) any of the Companies or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication in any court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. To the extent not already advanced pursuant to Section 2, Indemnitee’s Expenses (including attorneys’ fees) incurred in connection with successfully establishing Indemnitee’s right to indemnification or advancement of Expenses, in whole or in part, in any such proceeding or otherwise shall also be indemnified, jointly and severally, by the Companies; provided that to the extent Indemnitee is successful in part and unsuccessful in part in establishing Indemnitee’s right to indemnification or advancement of Expenses hereunder, Indemnitee shall be entitled to partial indemnification of Expenses in accordance with Section 20.

3

(e) Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement upon submission of a request therefor in accordance with Section 2 or Section 3 of this Agreement, as the case may be. The Companies shall have the burden of proof in overcoming such presumption, and such presumption shall be used as a basis for a determination of entitlement to indemnification and advancement of Expenses unless the Companies overcome such presumption by clear and convincing evidence. Neither the failure of the Companies to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Companies that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

Section 4. Insurance and Subrogation.

(a) To the extent the Companies maintain a policy or policies of insurance providing directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage provided to any other director or officer of the Companies. If, at the time the Companies receive from Indemnitee any notice of the commencement of an Action, Suit or Proceeding, the Companies have such insurance in effect which would reasonably be expected to cover such Action, Suit or Proceeding, the Companies shall give prompt notice of the commencement of such Action, Suit or Proceeding to the insurers in accordance with the procedures set forth in such policy or policies. The Companies shall thereafter take all necessary or reasonably desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Action, Suit or Proceeding in accordance with the terms of such policy or policies.

(b) Subject to Section 9(b), in the event of any payment by the Companies under this Agreement, the Companies shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy. Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Companies to effectively bring suit to enforce such rights in accordance with the terms of such insurance policy. The Companies, jointly and severally, shall pay or reimburse all Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.

4

(c) Subject to Section 9(b), the Companies shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, Judgments, Fines and Amounts Paid in Settlement, and ERISA excise taxes or penalties) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Section 5. Certain Definitions. For purposes of this Agreement, the following definitions shall apply:

(a) The term “Action, Suit or Proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed claim, action, suit, arbitration, investigation, inquiry, alternative dispute mechanism or proceeding, whether civil (including intentional and unintentional tort claims), criminal, administrative or investigative, in each case, by reason of the service of Indemnitee as a director and/or officer of any of the Companies and/or in other Indemnifiable Positions of the Controlled Entities, or by reason of any action alleged to have been taken or omitted in any such capacity.

(b) The term “Expenses” shall include all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements), in each case, actually and reasonably incurred by or on behalf of Indemnitee in connection with either the investigation, defense or appeal of an Action, Suit or Proceeding or establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in connection with a claim that is indemnifiable hereunder.

(c) The term “Judgments, Fines and Amounts Paid in Settlement” shall be broadly construed and shall include, without limitation, all direct and indirect payments of any type or nature whatsoever, as well as any penalties or excise taxes assessed on a person with respect to an employee benefit plan.

Section 6. Limitation on Indemnification. Notwithstanding any other provision herein to the contrary, the Companies shall not be obligated pursuant to this Agreement:

(a) Claims Initiated by Indemnitee. To indemnify or advance Expenses to Indemnitee with respect to any threatened, pending or completed claim, action, suit, arbitration, investigation, inquiry, alternative dispute mechanism or proceeding, whether civil (including intentional and unintentional tort claims), criminal, administrative or investigative, however denominated, initiated or brought voluntarily by Indemnitee whether by way of defense, counterclaim or cross claim or otherwise, other than (i) an action brought to establish or enforce a right to indemnification or advancement of Expenses under this Agreement (which shall be governed by the provisions of Section 6(b) of this Agreement), (ii) a claim, action, suit, arbitration, investigation, inquiry, alternative dispute mechanism or proceeding that was authorized or consented to by the Boards of Directors of the Companies, it being understood and agreed that such authorization or consent shall not be unreasonably withheld in connection with any compulsory counterclaim brought by Indemnitee in response to an Action, Suit or Proceeding otherwise indemnifiable under this Agreement or (iii) as otherwise required under the DGCL.

5

(b) Action for Indemnification. To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to an action instituted by Indemnitee to enforce or interpret this Agreement if Indemnitee is not successful in such enforcement action in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses hereunder; provided that to the extent Indemnitee is successful in part and unsuccessful in part in establishing Indemnitee’s right to indemnification or advancement of Expenses hereunder, Indemnitee shall be entitled to partial indemnification of Expenses in accordance with Section 20.

(c) Section 16(b) Matters. To indemnify Indemnitee on account of any Action, Suit or Proceeding in which judgment is rendered against Indemnitee for disgorgement of profits made from the purchase or sale by Indemnitee of securities of any of the Companies pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended.

(d) Fraud or Willful Misconduct. To indemnify Indemnitee on account of conduct by Indemnitee where such conduct has been determined (which determination has not been reversed or overturned on appeal) to have been knowingly fraudulent or constitute willful misconduct by a judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction; provided, however, that Indemnitee shall be entitled to indemnification from the Companies pursuant to this Agreement pending the outcome of an appeal of any such judgment or other adjudication if Indemnitee posts a cost bond, supersedeas bond or any other appeal bond or its equivalent that is reasonably satisfactory to the Companies at Indemnitee’s sole cost and expense, including any premium, security for and other costs relating thereto.

(e) Prohibited by Law. To indemnify Indemnitee in any circumstance where such indemnification has been determined to be prohibited by law by a final (not interlocutory) judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing.

(f) Unauthorized Settlement. To indemnify Indemnitee for any amounts paid in settlement of any Action, Suit or Proceeding without the Companies’ prior written consent. The Companies will not unreasonably withhold or delay their consent to any proposed settlement.

Section 7. Certain Settlement Provisions. The Companies shall be permitted to settle any Action, Suit or Proceeding, except that it shall not settle any Action, Suit or Proceeding in any manner that would impose any penalty (unless the only penalty imposed is a monetary amount that will be paid in full by the Companies (or its insurers)) or limitations or constitute any admission of wrongdoing or which may compromise, or may adversely affect, the defense of the Indemnitee in any other Action, Suit or Proceeding, whether civil or criminal, without Indemnitee’s prior written consent. Indemnitee will not unreasonably withhold or delay his or her consent to any proposed settlement.

6

Section 8. Savings Clause. If any provision or provisions (or portion thereof) of this Agreement shall be invalidated on any ground by any court of competent jurisdiction, then the Companies shall nevertheless indemnify Indemnitee if Indemnitee was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending or completed Action, Suit or Proceeding (brought in the right of any of the Companies or otherwise), whether civil, criminal, administrative or investigative and whether formal or informal, including appeals, from and against all loss and liability suffered and Expenses (including attorneys’ fees), Judgments, Fines and Amounts Paid in Settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such Action, Suit or Proceeding, including any appeals, to the fullest extent permitted by any applicable portion of this Agreement that shall not have been invalidated.

Section 9. Contribution/Jointly Indemnifiable Claims.

(a) In order to provide for just and equitable contribution in circumstances in which the indemnification provided for herein is held by a court of competent jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event, the Companies shall, jointly and severally, to the fullest extent permitted by law, contribute to the payment of all of Indemnitee’s loss and liability suffered and Expenses (including attorneys’ fees), Judgments, Fines and Amounts Paid in Settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with any Action, Suit or Proceeding, including any appeals, in an amount that is just and equitable in the circumstances; provided, that, without limiting the generality of the foregoing, such contribution shall not be required where such holding by the court is due to any limitation on indemnification set forth in Section 4(c), 6 or 7 hereof.

(b) Given that certain Jointly Indemnifiable Claims may arise by reason of the service of Indemnitee as a director of the Companies and/or in other Indemnifiable Positions of the Controlled Entities, or by reason of any action alleged to have been taken or omitted in any such capacity, the Companies acknowledge and agree that the Companies shall, jointly and severally, and to the extent applicable shall cause the Controlled Entities to, be fully and primarily responsible for the payment to the Indemnitee in respect of indemnification or advancement of Expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with (as applicable) the terms of (i) the DGCL, (ii) the LLC Act, (iii) the Charters, (iv) the Bylaws, (v) the LLC Agreement, (vi) the Stockholders Agreement, (vii) this Agreement, (viii) any other agreement between any of the Companies or any Controlled Entity and the Indemnitee pursuant to which the Indemnitee is indemnified, (ix) the laws of the jurisdiction of incorporation or organization of any Controlled Entity and/or (x) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Controlled Entity ((i) through (x) collectively, the “Indemnification Sources”), irrespective of any right of recovery the Indemnitee may have from the Indemnitee-Related Entities. Under no circumstance shall the Companies or any Controlled Entity be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery the Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Companies or any Controlled Entity under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or advancement of Expenses with respect to any Jointly Indemnifiable Claim,

7

(i) the Companies, jointly and severally, shall, and to the extent applicable shall cause the Controlled Entities to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (ii) to the extent not previously and fully reimbursed by the Companies and/or any Controlled Entity pursuant to clause (i), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Indemnitee against the Companies and/or any Controlled Entity, as applicable, and (iii) Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Companies and Indemnitee agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 9(b), entitled to enforce this Section 9(b) as though each such Indemnitee-Related Entity were a party to this Agreement. The Companies shall cause each of the Controlled Entities to perform the terms and obligations of this Section 9(b) as though each such Controlled Entity was one of the “Companies” under this Agreement. For purposes of this Section 9(b), the following terms shall have the following meanings:

(i) The term “Indemnitee-Related Entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Companies, any Controlled Entity or the insurer under and pursuant to an insurance policy of the Companies or any Controlled Entity) from whom an Indemnitee may be entitled to indemnification or advancement of Expenses with respect to which, in whole or in part, the Companies or any Controlled Entity may also have an indemnification or advancement obligation.

(ii) The term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any Action, Suit or Proceeding for which the Indemnitee shall be entitled to indemnification or advancement of Expenses from both (i) any of the Companies and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Indemnitee pursuant to which the Indemnitee is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.]¹

Section 10. Form and Delivery of Communications. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand, upon receipt by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier, one day after deposit with such courier and with written verification of receipt or (d) sent by email or facsimile transmission, with receipt of oral confirmation that such transmission has been received. Addresses for notice to either party are shown on the signature page of this Agreement, or as subsequently modified by written notice.

¹ Included in agreements for non-employee directors only.

8

Section 11. Nonexclusivity. The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may have under any provision of law, in any court in which a proceeding is brought, other agreements or otherwise, and Indemnitee’s rights hereunder shall inure to the benefit of the heirs, executors and administrators of Indemnitee. No amendment or alteration of the Charters or Bylaws or the Stockholders Agreement or any other agreement shall adversely affect the rights provided to Indemnitee under this Agreement.

Section 12. No Construction as Employment Agreement; Duration of Agreement. Nothing contained herein shall be construed as giving Indemnitee any right to be retained as a director and/or officer of any of the Companies or in other Indemnifiable Positions of the Controlled Entities or in the employ of any of the Companies or any of the Controlled Entities. For the avoidance of doubt, the indemnification and advancement of Expenses provided under this Agreement shall continue as to the Indemnitee even though he may have ceased to be a director and/or officer of the Companies and/or in other Indemnifiable Positions of the Controlled Entities.

Section 13. Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to Indemnitee to the fullest extent now or hereafter permitted by the DGCL or the LLC Act, as applicable, notwithstanding that such indemnification may not be specifically authorized by the Charters, Bylaws or LLC Agreement, as applicable, or by statute as of the date hereof. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation or limited liability company to indemnify a member of its board of directors or an officer, employee, consultant, fiduciary or agent, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation or limited liability company to indemnify a member of its board of directors or an officer, employee, consultant, fiduciary or agent, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

Section 14. Entire Agreement. Without limiting any of the rights of Indemnitee under any of the Indemnification Sources, this Agreement and the documents expressly referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are expressly superseded by this Agreement.

Section 15. Modification and Waiver. No supplement, modification, waiver or amendment of this Agreement shall be binding unless executed in writing by both the Companies and the Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. For the avoidance of doubt, this Agreement may not be terminated by the Companies without Indemnitee’s prior written consent.

9

Section 16. Successor and Assigns. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, spouses, heirs, executors, administrators and legal representatives. The Companies shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of any of the Companies, by written agreement in form and substance reasonably satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Companies would be required to perform if no such succession had taken place.

Section 17. Service of Process and Venue. The Companies and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. If a court of competent jurisdiction shall make a final determination that the provisions of the law of any state other than Delaware govern indemnification by the Companies of Indemnitee, then the indemnification provided under this Agreement shall in all instances be enforceable to the fullest extent permitted under such law, notwithstanding any provision of this Agreement to the contrary.

Section 19. Injunctive Relief. The parties hereto agree that each party hereto may enforce this Agreement by seeking specific performance hereof, without any necessity of showing irreparable harm or posting a bond, which requirements are hereby waived, and that by seeking specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he or she may be entitled.

Section 20. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Companies for some or a portion of loss and liability suffered and Expenses (including attorneys’ fees), Judgments, Fines and Amounts Paid in Settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with an Action, Suit or Proceeding, including any appeals, but not, however, for the total amount thereof, the Companies shall nevertheless indemnify Indemnitee for the portion of such amounts otherwise payable hereunder.

10

Section 21. Mutual Acknowledgement. Both the Companies and Indemnitee acknowledge that in certain instances, federal law or applicable public policy may prohibit the Companies from indemnifying their directors, officers, employees, consultants, fiduciaries or agents under this Agreement or otherwise. Indemnitee understands and acknowledges that the Companies may be required to submit the question of indemnification to a court in certain circumstances for a determination of the Companies’ right, under public policy, to indemnify Indemnitee.

Section 22. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument, notwithstanding that both parties are not signatories to the original or same counterpart.

Section 23. Headings. The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

[Signature Page Follows]

11

This Indemnification Agreement has been duly executed and delivered to be effective as of the date stated above.

AMH INVESTMENT HOLDINGS CORP.
AMH INTERMEDIATE HOLDINGS CORP.
ASSOCIATED MATERIALS, LLC
By:
	Name:	Stephen E. Graham
	Title:	Vice President — Chief Financial Officer,
		Treasurer and Secretary
Address:		3773 State Road
		Cuyahoga Falls, Ohio 44223
Attention:		Stephen E. Graham
Facsimile:
INDEMNITEE
Name:
Address:
Facsimile:

[Signature Page to Indemnification Agreement]

EX-12.1

Exhibit 12.1

Associated Materials, LLC
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(in thousands)

	October 13, 2010			January 3, 2010			Years Ended
	to			to			January 2,		January 3,			December 29,		December 30,
	January 1, 2011			October 12, 2010			2010		2009			2007		2006
	Successor			Predecessor
Earnings:
Income (loss) before income taxes	$	(56,462	)	$	(66,054	)	$	23,048	$	(23,335	)	$	15,356	$	14,859
Plus: Fixed charges		18,621			67,895			88,812		93,727			91,887		91,267
Total earnings	$	(37,841	)	$	1,841		$	111,860	$	70,392		$	107,243	$	106,126
Fixed charges:
Interest expense	$	16,120		$	58,759		$	77,352	$	82,567		$	81,087	$	80,947
Plus: Imputed interest on operating leases		2,501			9,136			11,460		11,160			10,800		10,320
Total fixed charges	$	18,621		$	67,895		$	88,812	$	93,727		$	91,887	$	91,267
Ratio of earnings to fixed charges		—	(1)		0.03			1.26		0.75			1.17		1.16

(1) For the period October 13, 2010 to January 1, 2011, earnings were not adequate to cover fixed charges.

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

1.	AMH New Finance, Inc., a Delaware corporation
2.	Associated Materials Finance, Inc., a Delaware corporation
3.	Gentek Holdings, LLC, a Delaware limited liability company
4.	Gentek Building Products, Inc., a Delaware corporation
5.	Associated Materials Canada Limited, an Ontario, Canada limited liability company
6.	Gentek Canada Holdings Limited, an Ontario, Canada limited liability company
7.	Gentek Building Products Limited Partnership, an Ontario, Canada limited partnership

EX-31.1

Exhibit 31.1

Certification of the Principal Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Thomas N. Chieffe, certify that:

1. I have reviewed this annual report on Form 10-K of Associated Materials, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 1, 2011	By:	/s/ Thomas N. Chieffe
		Thomas N. Chieffe
		President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of the Principal Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Stephen E. Graham, certify that:

1. I have reviewed this annual report on Form 10-K of Associated Materials, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 1, 2011	By:	/s/ Stephen E. Graham
		Stephen E. Graham
		Vice President — Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer)

EX-32.1

Exhibit 32.1

Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of Associated Materials, LLC (the “Company”) for the fiscal year ended January 1, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas N. Chieffe, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods presented.

Date: April 1, 2011	By:	/s/ Thomas N. Chieffe
		Thomas N. Chieffe
		President and Chief Executive Officer (Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This Certification is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

EX-32.2

Exhibit 32.2

Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of Associated Materials, LLC (the “Company”) for the fiscal year ended January 1, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen E. Graham, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods presented.

Date: April 1, 2011	By:	/s/ Stephen E. Graham
		Stephen E. Graham
		Vice President — Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This Certification is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.