S-4

As filed with the Securities and Exchange Commission on April 26, 2011

Registration No. 333-      

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Associated Materials, LLC AMH New Finance, Inc.

SEE TABLE OF ADDITIONAL REGISTRANT GUARANTORS

(Exact name of registrant as specified in its charter)

Delaware	Delaware
(State or other jurisdiction of incorporation or organization)	(State or other jurisdiction of incorporation or organization)
3089	3089
(Primary Standard Industrial Classification Code Number)	(Primary Standard Industrial Classification Code Number)
75-1872487	27-3533185
(I.R.S. Employer Identification Number)	(I.R.S. Employer Identification Number)

3773 State Road

Cuyahoga Falls, Ohio 44223

(330) 929-1811

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Stephen E. Graham

Vice President — Chief Financial Officer and Secretary

3773 State Road

Cuyahoga Falls, Ohio 44223

(330) 929-1811

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

William B. Brentani

Simpson Thacher & Bartlett LLP

2550 Hanover Street

Palo Alto, California 94304

(650) 251-5000

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this Registration Statement becomes effective.

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Associated Materials, LLC is a non-accelerated filer, and AMH New Finance, Inc. does not currently file reports.

Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o

(Do not check if a smaller reporting company)

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

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

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount to be	Offering Price	Aggregate	Registration
Securities to be Registered	Registered	per Unit	Offering Price(1)	Fee
9.125% Senior Secured Notes due 2017	$730,000,000	100%	$730,000,000	$84,753
Guarantees of 9.125% Senior Secured Notes due 2017(2)	$730,000,000	100%	$730,000,000	(3)

(1)	Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act of 1933, as amended (the “Securities Act”).
(2)	See inside facing page for additional registrant guarantors.
(3)	Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

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

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

		Primary Standard
	State of	Industrial	I.R.S. Employer
Exact Name of Registrant Guarantor, as Specified in	Incorporation or	Classification	Identification	Address and
its Charter or Other Organizational Document	Organization	Code Number	Number	Telephone Number
Gentek Holdings, LLC	Delaware	3089	31-1533672	3773 State Road Cuyahoga Falls, Ohio 44223 (330) 929-1811
Gentek Building Products, Inc.	Delaware	3089	31-1533669	3773 State Road Cuyahoga Falls, Ohio 44223 (330) 929-1811

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

SUBJECT TO COMPLETION, DATED APRIL 26, 2011

PROSPECTUS

Associated Materials, LLC

AMH New Finance, Inc.

Offer to Exchange

We are offering to exchange up to $730,000,000 aggregate principal amount of our new 9.125% Senior Secured Notes due 2017 and the related guarantees (the “exchange notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of our outstanding 9.125% Senior Secured Notes due 2017 and the related guarantees (the “outstanding notes”). We are offering to exchange the exchange notes for the outstanding notes to satisfy our obligations contained in the registration rights agreement that we entered into when the outstanding notes were sold pursuant to Rule 144A and Regulation S under the Securities Act.

The Exchange Offer

•  We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable.

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

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

•  The exchange notes to be issued in the exchange offer will not be a taxable event for U.S. federal income tax purposes.

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

The Exchange Notes

•  The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the exchange notes will be freely tradable, except in the limited circumstances described below.

Resales of the Exchange Notes

•  The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. We do not plan to list the notes on a national market.

All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act or except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the outstanding notes under the Securities Act.

See “Risk Factors” beginning on page 14 for a discussion of certain risks that you should consider before participating in the exchange offer.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus. We have agreed that, for a period of 90 days after the date of this prospectus (subject to extension as provided in the registration rights agreement), we will make this prospectus available to any broker-dealer for use in connection with such resale. See “Plan of Distribution.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be distributed in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is          , 2011.

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		14
Forward-Looking Statements		33
Use of Proceeds		34
Capitalization		35
Unaudited Pro Forma Condensed Consolidated Financial Data		36
Selected Historical Consolidated Financial Data		39
Management’s Discussion and Analysis of Financial Condition and Results of Operations		41
Business		62
Management		74
Executive Compensation		78
Security Ownership of Certain Beneficial Owners		98
Certain Relationships and Related Party Transactions		100
Description of Other Indebtedness		104
The Exchange Offer		107
Description of Notes		117
Material U.S. Federal Income Tax Consequences		196
Certain ERISA Considerations		197
Plan of Distribution		199
Legal Matters		200
Experts		200
Where You Can Find More Information		201
Index to Consolidated Financial Statements		F-1
EX-3.2.A
EX-3.2.B
EX-3.2.C
EX-5.1
EX-23.2
EX-23.3
EX-25.1
EX-99.1
EX-99.2
EX-99.3
EX-99.4

You should rely only on the information contained in this prospectus or in any additional written communication prepared by or authorized by us. We have not authorized anyone to provide you with any information or to represent anything about us, our financial results or the exchange offer that is not contained in this prospectus or in any additional written communication prepared by or on behalf of us. If given or made, any such other information or representation should not be relied upon as having been authorized by us. We are not making an offer to exchange the outstanding notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus or in any additional written communication prepared by or on behalf of us is accurate only as of the date on its cover page.

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PROSPECTUS SUMMARY

This summary highlights selected information contained in this prospectus and does not contain all of the information that you should consider before tendering your notes in the exchange offer. To understand all of the terms of the exchange offer and for a more complete understanding of our business, you should read this summary together with the entire prospectus.

Unless the context otherwise requires, in this prospectus, “we,” “our” and “us” refer to Associated Materials, LLC and its consolidated subsidiaries and predecessors and references to the “issuers” are collective references to Associated Materials, LLC and AMH New Finance, Inc., as co-issuers of the notes offered hereby. Unless the context otherwise requires, references to “the notes” are to the notes offered hereby. Financial information identified in this prospectus as “pro forma” gives effect to the closing of the Merger described in this prospectus.

We operate on a 52/53 week fiscal year that ends on the Saturday closest to December 31. Our 2006, 2007, 2008, 2009 and 2010 fiscal years ended on December 30, 2006, December 29, 2007, January 3, 2009, January 2, 2010 and January 1, 2011, respectively.

Our Company

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

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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.

Corporate Structure

The following chart illustrates Associated Materials, LLC’s direct and indirect parent companies, subsidiaries and debt capitalization:

*	Holdings is a guarantor of our senior secured asset-based revolving credit facilities (the “ABL facilities”).
**	Associated Materials, LLC and AMH New Finance, Inc. are co-issuers of the notes.
***	Gentek Holdings, LLC is a guarantor of the notes and our ABL facilities, and Gentek Building Products, Inc. is also a guarantor of the notes and is the borrower under the U.S. portion of our ABL facilities.
****	The non-guarantor subsidiaries are borrowers or guarantors under the Canadian portion of our $225.0 million ABL facilities, which are comprised of a $150.0 million U.S. facility and a $75.0 million Canadian facility. None of these entities are guarantors of the notes or of the $150.0 million U.S. facility. In addition, Associated Materials Finance, Inc. is not a guarantor of the notes or our ABL facilities, as it is an “immaterial subsidiary” under the indenture governing the notes and our ABL facilities.

As of January 1, 2011, Associated Materials, LLC and the subsidiary guarantors accounted for approximately 72% of our total assets, excluding intercompany items. For the fiscal year ended January 1, 2011, Associated Materials, LLC and the subsidiary guarantors accounted for approximately 78% of net sales, excluding intercompany items.

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Corporate Information

Associated Materials, Inc., the predecessor of Associated Materials, LLC, was formed under the laws of the State of Delaware on April 4, 1983 and converted into a limited liability company on December 28, 2007. AMH New Finance, Inc. (formerly Carey New Finance, Inc.) was incorporated under the laws of the State of Delaware on September 23, 2010.

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, 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 Hellman & Friedman LLC (the “H&F Investors”). AMH New Finance, Inc. is a direct subsidiary of Associated Materials, LLC. The issuance of the notes in a private placement on October 13, 2010, the initial borrowings under our ABL facilities, the equity investments in Parent by the H&F Investors and certain members of our senior management, the Merger, the prepayment and redemption of the then existing debt of AMH II and its subsidiaries on October 13, 2010, the Acquisition Merger and additional mergers described above and the other related transactions are collectively referred to in this prospectus as the “Merger.”

Our principal executive offices are located at 3773 State Road, Cuyahoga Falls, Ohio 44223, and our telephone number is (330) 929-1811. Our website is located at http://www.associatedmaterials.com. Information contained or linked on our website is not incorporated by reference into this prospectus and is not a part of this prospectus.

We own or have rights to trademarks or trade names that we use in conjunction with the operation of our business. In addition, our name, logo and website name and address are our service marks or trademarks. Each trademark, trade name or service mark by any other company appearing in this prospectus belongs to its holder. Some of the more important trademarks that we use include Alside^®, Revere^®, Gentek^®, Alpine Windows^tm, CenterLock^®, Charter Oak^®, Color Clear Through^®, ColorConnect^®, Excalibur^®, Performance Series^tm, Preservation^®, TriBeam^tm, Prodigy^®, UltraGuard^® and UltraMaxx^®.

Our Sponsor

Hellman & Friedman LLC, or H&F, is a leading private equity investment firm with offices in San Francisco, New York and London. Since its founding in 1984, H&F has raised over $25 billion of committed capital. H&F focuses on investing in superior business franchises and serving as a value-added partner to management in select industries including energy and industrials, business services, information services, internet/digital media, asset management, insurance, other specialty financial services, media and healthcare.

Market Share and Similar Information

The market share and other information contained in this prospectus is based on our own estimates, independent industry publications, reports by market research firms, including confidential third-party commissioned studies, or other published and unpublished independent sources. In each case, we believe that they are reasonable estimates, although we have not independently verified market and industry data provided by third parties. Market share information is subject to changes, however, and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data-gathering process and other limitations and uncertainties inherent in any statistical survey of market share. In addition,

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customer preferences can and do change and the definition of the relevant market is a matter of judgment and analysis.

The Exchange Offer

In this prospectus, the term “outstanding notes” refers to our 9.125% Senior Secured Notes due 2017 and the related guarantees issued in a private placement on October 13, 2010. The term “exchange notes” refers to our 9.125% Senior Secured Notes due 2017 and the related guarantees, as registered under the Securities Act of 1933, as amended (the “Securities Act”), offered by this prospectus. The term “notes” refers collectively to the outstanding notes and the exchange notes.

The summary below describes the principal terms of the exchange offer. See also the section of this prospectus titled “The Exchange Offer,” which contains a more detailed description of the terms and conditions of the exchange offer.

General	In connection with the private placement, we entered into a registration rights agreement with the purchasers in which we agreed, among other things, to deliver this prospectus to you and to obtain the effectiveness of the registration statement on Form S-4 of which this prospectus is a part within 360 days after the date of original issuance of the outstanding notes. You are entitled to exchange in the exchange offer your outstanding notes for exchange notes, which are substantially identical in all material respects to the outstanding notes except:
	• the exchange notes have been registered under the Securities Act;
	• the terms with respect to transfer restrictions no longer apply, provided that the resale conditions described below are satisfied;
	• the exchange notes are not entitled to any registration rights that are applicable to the outstanding notes under the registration rights agreement; and
	• the provisions of the registration rights agreement that provide for payment of additional amounts upon a registration default are no longer applicable.
The Exchange Offer	We are offering to exchange up to $730,000,000 aggregate principal amount of our 9.125% Senior Secured Notes due 2017 and the related guarantees, which have been registered under the Securities Act, for any and all of our outstanding 9.125% Senior Secured Notes due 2017 and the related guarantees.
	Outstanding notes may be exchanged only in denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
	Subject to the satisfaction or waiver of specified conditions, we will exchange the exchange notes for all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer. We will cause the exchange to be effected promptly after the expiration of the exchange offer.
Resale	Based on an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offer in exchange for outstanding notes

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	may be offered for resale, resold and otherwise transferred by you (unless you are our “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
	• you are acquiring the exchange notes in the ordinary course of your business; and
	• you have not engaged in, do not intend to engage in and have no arrangement or understanding with any person to participate in a distribution of the exchange notes.
	If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.”
	Any holder of outstanding notes who:
	• is our affiliate;
	• does not acquire exchange notes in the ordinary course of its business; or
	• tenders its outstanding notes in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of exchange notes
	cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling (available July 2, 1993), or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on           , 2011, unless extended by us. We do not currently intend to extend the expiration of the exchange offer.
Withdrawal	You may withdraw the tender of your outstanding notes at any time prior to the expiration of the exchange offer. We will return to you any of your outstanding notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the exchange offer.
Interest on the Exchange Notes and the Outstanding Notes	Each exchange note bears interest at the rate of 9.125% per annum from the original issuance date of the outstanding notes or from the most recent date on which interest has been paid on the notes. The interest on the notes is payable on May 1 and November 1 of each year, commencing May 1, 2011. No interest will be paid on outstanding notes following their acceptance for exchange.

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Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, which we may waive. See “The Exchange Offer — Conditions to the Exchange Offer.”
Procedures for Tendering Outstanding Notes	If you wish to participate in the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of such letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter of transmittal, or a facsimile of such letter of transmittal, together with the outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal.
	If you hold outstanding notes through The Depository Trust Company (“DTC”) and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC by which you will agree to be bound by the letter of transmittal.
	By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:
	• you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;
	• you do not have an arrangement or understanding with any person or entity to participate in the distribution of the exchange notes in violation of the provisions of the Securities Act;
	• you are not engaged in, and do not intend to engage in, a distribution of the exchange notes in violation of the provisions of the Securities Act;
	• you are acquiring the exchange notes in the ordinary course of your business; and
	• if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes.
Special Procedures for Beneficial Owners	If you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender those outstanding notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

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Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents, or you cannot comply with the procedures under DTC’s Automated Tender Offer Program for transfer of book-entry interests, prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.”
Effect on Holders of Outstanding Notes	As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of the exchange offer, we will have fulfilled a covenant under the registration rights agreement. Accordingly, there will be no payments of additional amounts on the outstanding notes under the circumstances described in the registration rights agreement. If you do not tender your outstanding notes in the exchange offer, you will continue to be entitled to all the rights and limitations applicable to the outstanding notes as set forth in the indenture, except we will not have any further obligation to you to provide for the exchange and registration of the outstanding notes under the registration rights agreement. To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for outstanding notes could be adversely affected.
Consequences of Failure to Exchange	All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act or except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not intend to register the outstanding notes under the Securities Act, except as otherwise required by the registration rights agreement.
United States Federal Income Tax Consequences of the Exchange Offer	The exchange of outstanding notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Consequences — Exchange Offer.”
Use of Proceeds	We will not receive any cash proceeds from the issuance of exchange notes in the exchange offer. See “Use of Proceeds.”
Exchange Agent	Wells Fargo Bank, National Association is the exchange agent for the exchange offer. The addresses and telephone numbers of the exchange agent are set forth in the section captioned “The Exchange Offer — Exchange Agent.”

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The Exchange Notes

The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of Notes” section of this prospectus contains more detailed descriptions of the terms and conditions of the outstanding notes and the exchange notes. The exchange notes will have terms substantially identical to the outstanding notes, except that the exchange notes will be registered under the Securities Act and will not contain terms with respect to transfer restrictions, registration rights and additional payments upon a failure to fulfill certain of our obligations under the registration rights agreement.

Co-Issuers	Associated Materials, LLC and AMH New Finance, Inc.
Securities Offered	$730,000,000 million aggregate principal amount of 9.125% Senior Secured Notes due 2017 and the related guarantees.
Maturity Date	November 1, 2017.
Interest Rate	9.125% per annum.
Interest Payment Dates	May 1 and November 1 of each year, commencing May 1, 2011. Interest accrues from the original issuance date of the outstanding notes or from the most recent date on which interest has been paid on the notes.
Guarantees	The exchange notes initially will be guaranteed, jointly and severally, by all of our direct and indirect domestic subsidiaries that guarantee our ABL facilities. See “Description of Notes — Note Guarantees.”
	Our subsidiaries that do not guarantee the exchange notes represented approximately 22% and 48% of our net sales and operating profit excluding Merger costs, respectively, for the fiscal year ended January 1, 2011. In addition, these non-guarantor subsidiaries represented approximately 28% and 9% of our assets and liabilities (including trade payables and excluding intercompany liabilities), respectively, as of January 1, 2011.
Collateral	The exchange notes and the guarantees will be secured by a first-priority lien on substantially all of our and our guarantors’ present and future assets located in the United States (other than the ABL Collateral (as defined below), in which the notes and the guarantees will have a second-priority lien, and other Excluded Assets (as defined in the Description of Notes)), including equipment, owned real property valued at $5.0 million or more, all present and future shares of capital stock of each of our and each guarantor’s material directly wholly-owned domestic subsidiaries and 65% of the present and future shares of capital stock of each of our 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 exchange notes and the guarantees will be secured by a second-priority lien on substantially all of our and our guarantors’ present and future assets, which assets also secure our obligations under our ABL facilities, including accounts receivable, inventory, related general intangibles, certain other related assets and proceeds thereof. Such assets are referred to as the “ABL

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	Collateral.” We refer to the Notes Collateral and the ABL Collateral together as the “Collateral.” The Bank Lenders (as defined below) will have a first-priority lien securing our ABL facilities and other customary liens subject to an intercreditor agreement relating to the exchange notes, until such ABL facilities and obligations are paid in full. See “Description of Notes — Security for the Notes.”
	No appraisal of the value of the Collateral has been made in connection with this exchange offer, and the value of Collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the Collateral. The liens on the Collateral may be released without the consent of the holders of the exchange notes if Collateral is disposed of in a transaction that complies with the indenture governing the notes and related security documents, including in accordance with the provisions of the intercreditor agreement entered into relating to the Collateral securing our ABL facilities on a first-priority basis. In the event of a liquidation of the Collateral, the proceeds may not be sufficient to satisfy the obligations under the exchange notes.
Ranking	The exchange notes and guarantees will constitute senior secured debt of the issuers and the guarantors. They will rank:
	• equally in right of payment with all of our and the guarantors’ existing and future senior debt, including their obligations under our ABL facilities;
	• senior in right of payment to all of our and the guarantors’ existing and future subordinated debt;
	• effectively subordinated to all of our and the guarantors’ indebtedness and obligations that are secured by first-priority liens under our ABL facilities to the extent of the value of the ABL Collateral;
	• effectively senior to our and the guarantors’ obligations under our ABL facilities, to the extent of the value of the Notes Collateral;
	• effectively senior to our 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
	• structurally subordinated to all existing and future indebtedness and other liabilities, including preferred stock, of our non-guarantor subsidiaries, including the Canadian sub-facility of our ABL facilities (other than indebtedness and liabilities owed to us or one of our guarantor subsidiaries).
Intercreditor Agreement	The trustee and the collateral agent under the indenture governing the notes and the administrative agent and collateral agent under our ABL facilities have entered into an intercreditor agreement as to the relative priorities of their respective security interests in the Collateral and certain other matters relating to the administration of security interests. See “Description of Notes — Security for the Notes — Intercreditor Agreement.”

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Optional Redemption	Except as described below, we cannot redeem the exchange notes before November 1, 2013. Thereafter, we may redeem some or all of the exchange notes at the redemption prices listed under “Description of Notes — Optional Redemption,” plus accrued and unpaid interest to the redemption date.
	Before November 1, 2013, we may redeem the exchange notes, in whole or in part, at a price equal to 100% of the principal amount thereof plus the make-whole premium described under “Description of Notes — Optional Redemption.”
	Additionally, during any 12-month period before November 1, 2013, we may redeem up to 10% of the aggregate principal amount of the notes at a redemption price equal to 103.00% of the principal amount thereof plus accrued and unpaid interest, if any.
	At any time (which may be more than once) before November 1, 2013, we may redeem up to 35% of the aggregate principal amount of notes issued with the net proceeds that we raise in one or more equity offerings, as long as:
	• we pay 109.125% of the face amount of the notes, plus accrued interest to the date of redemption;
	• we redeem the notes within 120 days of completing the equity offering; and
	• at least 50% of the aggregate principal amount of notes issued remains outstanding afterwards.
Change of Control	If a change of control occurs, we must give holders of the notes the opportunity to sell us their notes at 101% of their face amount, plus accrued and unpaid interest. For more details, you should read “Description of Notes — Repurchase at the Option of Holders — Change of Control.”
Asset Sale Proceeds	If we or our subsidiaries engage in asset sales, we generally must either invest the net cash proceeds from such asset sales in our business within a 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. See “Description of Notes — Repurchase at the Option of the Holders — Asset Sales.”
Covenants	The indenture governing the exchange notes, among other things, limits our ability and the ability of our restricted 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;
	• incur liens on assets;
	• merge or consolidate with another company or sell all or substantially all assets;

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	• 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.
	These covenants are subject to important exceptions and qualifications as described under “Description of Notes — Certain Covenants.” Most of these covenants will cease to apply for so long as the exchange notes have investment grade ratings from both Moody’s Investors Service, Inc. and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.
No Prior Market	The exchange notes are a new issue of securities, and there is currently no established trading market for the exchange notes. We do not intend to apply for a listing of the exchange notes on any securities exchange or an automated dealer quotation system. Accordingly, there can be no assurance as to the development or liquidity of any market for the exchange notes.

Risk Factors

You should carefully consider all the information in the prospectus prior to exchanging your outstanding notes. In particular, we urge you to carefully consider the factors set forth under the heading “Risk Factors.”

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Summary Historical and Pro Forma Condensed Consolidated Financial Data

Set forth below is summary historical condensed consolidated financial data, summary unaudited pro forma condensed consolidated financial data and other data of our business, at the dates and for the periods indicated. The summary historical condensed consolidated statements of operations data presented below for the fiscal years ended January 3, 2009, January 2, 2010 and January 1, 2011 and the summary historical condensed consolidated balance sheet data as of January 2, 2010 and January 1, 2011 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary historical condensed consolidated statements of operations data presented below for the fiscal years ended December 30, 2006 and December 29, 2007 and the summary historical condensed consolidated balance sheet data as of December 30, 2006, December 29, 2007 and January 3, 2009 have been derived from audited consolidated financial statements not included herein.

The combined information for the year ended January 1, 2011 is unaudited and represents an arithmetic combination of the financial information for the period January 3, 2010 to October 12, 2010 and the period October 13, 2010 to January 1, 2011. The summary unaudited pro forma condensed consolidated statement of operations data for the fiscal year ended January 1, 2011 have been prepared to give effect to the Merger as if it had occurred on January 3, 2010. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The summary pro forma condensed consolidated statement of operations data are for informational purposes only and do not purport to represent what our results of operations or financial position actually would have been if the Merger had occurred at any date, and such data do not purport to project the results of operations for any future period.

The summary historical and unaudited pro forma condensed consolidated financial data should be read in conjunction with “Unaudited Pro Forma Condensed Consolidated Financial Data,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

																Pro Forma
	Predecessor												Combined			Fiscal Year
	Years Ended												Year Ended			Ended
	December 30,			December 29,			January 3,			January 2,			January 1,			January 1,
	2006			2007			2009			2010			2011			2011
	(In thousands)
Statements of operations data:
Net sales	$	1,250,054		$	1,204,056		$	1,133,956		$	1,046,107		$	1,167,187		$	1,167,993
Cost of sales		947,776			899,839			859,107			765,691			881,246			858,383
Gross profit		302,278			304,217			274,849			280,416			285,941			309,610
Selling, general and administrative expenses		203,844			208,001			212,025			204,610			212,991			230,565
Merger costs		—			—			—			—			110,072			—
Manufacturing restructuring costs		—			—			1,783			5,255			—			—
Impairment of long-lived assets		3,423			—			—			—			—			—
Facility closure costs, net		(92	)		—			—			—			—			—
Income (loss) from operations		95,103			96,216			61,041			70,551			(37,122	)		79,045
Interest expense, net		80,947			81,087			82,567			77,352			74,879			74,417
Net (gain) loss on debt extinguishments		—			—			—			(29,665	)		9,928			—
Foreign currency (gain) loss		(703	)		(227	)		1,809			(184	)		587			587
Income (loss) before income taxes		14,859			15,356			(23,335	)		23,048			(122,516	)		4,041
Income taxes		13,989			7,051			53,062			2,390			13,773			62,497
Net income (loss)	$	870		$	8,305		$	(76,397	)	$	20,658		$	(136,289	)	$	(58,456	)

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																Pro Forma
	Predecessor												Combined			Fiscal Year
	Years Ended												Year Ended			Ended
	December 30,			December 29,			January 3,			January 2,			January 1,			January 1,
	2006			2007			2009			2010			2011			2011
	(In thousands, except for ratios)
Other data:
Capital expenditures	$	14,648		$	12,393		$	11,498		$	8,733		$	15,462
Cash dividends		—			—			—			—			—
Ratio of earnings to fixed charges(1)		1.16	x		1.17	x		0.75	x		1.26	x		—	(3)		1.05	x
Balance sheet data (at end of period):
Cash and cash equivalents	$	15,015		$	21,603		$	6,709		$	55,905		$	13,789
Working capital(2)		152,752			163,444			172,857			139,334			98,694
Total assets		796,198			802,461			752,466			762,129			1,755,904
Total debt		703,625			702,285			745,762			675,360			788,000
Stockholders’ (deficit)/member’s (deficit) equity		(273,156	)		(254,477	)		(356,866	)		(325,205	)		498,477

(1)	The ratio of earnings to fixed charges is computed by dividing income (or loss) from continuing operations before income taxes and fixed charges less interest capitalized during such period, net of amortization of previously capitalized interest, and preferred stock dividends or accretion on preferred stock by fixed charges. Fixed charges consist of interest, expensed or capitalized, on borrowings (including or excluding deposits, as applicable) and the portion of rental expense that is representative of interest.
(2)	Working capital is defined as current assets minus current liabilities.
(3)	For the year ended January 1, 2011, earnings were inadequate to cover fixed charges, and the ratio of earnings to fixed charges therefore has not been presented for that period. The coverage deficiency necessary for the ratio of earnings to fixed charges to equal 1.00x (one-to-one coverage) was $50.5 million for the year ended January 1, 2011.

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RISK FACTORS

An investment in the notes involves a significant degree of risk. You should carefully consider the following risk factors, together with all of the other information included in this prospectus, before you decide whether to tender your outstanding notes in the exchange offer. The risks and uncertainties described below are not the only risks and uncertainties that we face. If any of the following risks actually occur, our business’s 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. See “Forward-Looking Statements.”

Risks Related to the Exchange Offer, the Notes and Our Indebtedness

If you do not exchange your outstanding notes in the exchange offer, the transfer restrictions currently applicable to your outstanding notes will remain in force, and the market price of your outstanding notes could decline.

If you do not exchange your outstanding notes for exchange notes in the exchange offer, you will continue to be subject to restrictions on transfer of your outstanding notes as set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. You should refer to “Prospectus Summary — The Exchange Offer” and “The Exchange Offer” for information about how to tender your outstanding notes.

The tender of outstanding notes under the exchange offer will reduce the aggregate principal amount of the outstanding notes, which may have an adverse effect upon, and increase the volatility of, the market prices of the outstanding notes due to a reduction in liquidity. In addition, if you do not exchange your outstanding notes in the exchange offer, you will no longer be entitled to exchange your outstanding notes for exchange notes registered under the Securities Act, and you will no longer be entitled to have your outstanding notes registered for resale under the Securities Act.

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.

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 “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

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•  we may be unable to comply with financial and other restrictive covenants in the ABL facilities, the 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 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. In addition, the value of your rights to the collateral would be reduced by any increase in the indebtedness secured by the collateral.

The ABL facilities and the indenture relating to the 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.

In addition, we may be permitted to incur additional indebtedness under the indenture secured by an equal and ratable lien on the collateral or, with respect to the ABL Collateral and under certain other exceptions, or by a lien with senior priority to the lien on collateral securing the notes. To the extent that holders of other secured indebtedness or other third parties hold liens (including statutory liens), whether or not permitted by the indenture governing the notes, such holders or other third parties may have rights and remedies with respect to the collateral securing the notes that, if exercised, could reduce the proceeds available to satisfy the obligations under the notes.

The indenture for the notes and the ABL facilities imposes significant operating and financial restrictions on us.

The indenture for the 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;

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•  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.

In addition, as discussed under “Description of Other 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.

We may not have sufficient cash flows from operating activities to service our indebtedness and meet our other cash needs and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make payments on and to refinance our indebtedness will depend on our ability to generate cash in the future. This, to some extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Our future cash flow, cash on hand or available borrowings may not be sufficient to meet our obligations and commitments. If we are unable to generate sufficient cash flow from operations in the future to service our indebtedness and to meet our other commitments, we will be required to adopt one or more alternatives, such as refinancing or restructuring our indebtedness (including the notes), selling material assets or operations or seeking to raise additional debt or equity capital. These actions may not be effected on a timely basis or on satisfactory terms or at all, or these actions may not enable us to continue to satisfy our capital requirements. In addition, our existing or future debt agreements contain and will contain restrictive covenants that may prohibit us from adopting any of these alternatives. Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debts. See “Description of Other Indebtedness” and “Description of Notes.”

In addition, we conduct some of our operations through our subsidiaries, certain of which will not be subsidiary guarantors of the notes or our other indebtedness. Accordingly, repayment of our indebtedness, including the notes, will be dependent in part on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are subsidiary guarantors of the notes or our other indebtedness, the subsidiaries will not have any obligation to pay amounts due on the notes or our other indebtedness or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the notes. Each subsidiary is a distinct legal entity, and under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the indenture governing the notes and the agreements governing certain of our other existing indebtedness will limit the ability of certain of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions. In the event that Associated Materials, LLC does not receive distributions from its subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the notes.

If we cannot make scheduled payments on our debt, we will be in default, and as a result, holders of the notes could declare all outstanding principal and interest to be due and payable, the lenders under the ABL facilities could terminate their commitments to loan money and could foreclose against the assets securing the borrowings under such agreements and we could be forced into bankruptcy or liquidation, which, in each case, could result in your losing your investment in the notes.

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Sales of assets by us or our subsidiary guarantors could reduce the pool of assets securing the notes and the guarantees.

The security documents allow us and our subsidiary guarantors to remain in possession of, retain exclusive control over, freely operate and collect, invest and dispose of any income from, the collateral securing the notes. To the extent we sell any assets that constitute such collateral, the proceeds from such sale will be subject to the liens securing the notes only to the extent such proceeds would otherwise constitute “collateral” securing the notes and the subsidiary guarantees under the security documents. Such proceeds will also be subject to the security interest of creditors other than the holders of the notes, some of which may be senior or prior to the liens held by the holders of the notes or may have a lien in those assets that is pari passu with the lien of the holders of the notes. For example, the lenders under the ABL facilities will have a first-priority lien in any ABL Collateral securing both the notes and the ABL facilities, and the holders of the notes will have a second-priority lien in such shared ABL Collateral. To the extent the proceeds from any sale of collateral do not constitute “collateral” under the security documents, the pool of assets securing the notes and the guarantees would be reduced, and the notes and the guarantees would not be secured by such proceeds.

The liens on the ABL Collateral securing the notes are junior and subordinate to the liens on the ABL Collateral securing our obligations under the ABL facilities and certain permitted additional secured indebtedness. If there is a default, the value of the ABL Collateral may not be sufficient to repay both the holders of the notes and any other lenders or debt holders whose debt is secured senior to or on a pari passu basis with the notes.

Obligations under the notes are secured by a first-priority lien on the Notes Collateral and a second-priority lien on the ABL Collateral. No appraisal of the value of the collateral has been made in connection with this offering, and the fair market value is subject to fluctuations based on factors that include, among others, changing economic conditions, competition and other future trends. By its nature, some or all of the collateral may be illiquid and may have no readily ascertainable market value. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, no assurance can be given that the proceeds from any sale or liquidation of the collateral will be sufficient to pay our obligations under the notes, in full or at all, after first satisfying our obligations in full under applicable first-priority claims. There also can be no assurance that the collateral will be saleable, and even if saleable, the timing of its liquidation would be uncertain. In addition, with respect to certain of our owned real property, we may not obtain title insurance or legal opinions with respect to the mortgages securing the notes offered hereby. To the extent that liens, rights or easements granted to third parties encumber assets located on property owned by us, such third parties have or may exercise rights and remedies with respect to the property subject to such liens that could adversely affect the value of the collateral and the ability of the collateral agent to foreclose on the collateral. In addition, we may not have liens perfected on all of the collateral securing the notes prior to the closing of this offering. Accordingly, there may not be sufficient collateral to pay all or any of the amounts due on the notes. Any claim for the difference between the amount, if any, realized by holders of the notes from the sale of the collateral securing the notes and the obligations under the notes will rank equally in right of payment with all of our other unsecured unsubordinated indebtedness and other obligations, including trade payables.

With respect to some of the collateral, the collateral agent’s security interest and ability to foreclose will also be limited by the need to meet certain requirements, such as obtaining third party consents and making additional filings. If we are unable to obtain these consents or make these filings, the security interests may be invalid and the holders will not be entitled to the collateral or any recovery with respect thereto. We cannot assure you that any such required consents can be obtained on a timely basis or at all. These requirements may limit the number of potential bidders for certain collateral in any foreclosure and may delay any sale, either of which events may have an adverse effect on the sale price of the collateral. Therefore, the practical value of realizing on the collateral may, without the appropriate consents and filings, be limited.

Under the terms of the indenture governing the notes, we are permitted to incur indebtedness in amounts in excess of the current commitments under the ABL facilities, all of which can be secured by the ABL Collateral on a first-priority lien basis and which are entitled to payment out of the proceeds of any

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sale of such ABL Collateral before the holders of the notes are entitled to any recovery from such ABL Collateral.

In addition, the indenture governing the notes permits the issuers and the subsidiary guarantors to create additional liens on the collateral under specified circumstances, some of which liens may be pari passu with the liens securing the notes. Any obligations secured by such liens may further limit the recovery from the realization of the collateral available to satisfy holders of the notes. See “Description of Notes — Certain Covenants — Limitation on Liens.”

The rights of holders of the notes with respect to the collateral will be substantially limited by the terms of the intercreditor agreement.

The collateral agent for the notes and the agent under the ABL facilities have entered into an intercreditor agreement. The intercreditor agreement significantly restricts any action that may be taken by the collateral agent with respect to the ABL Collateral. Under the terms of the intercreditor agreement, at any time that obligations under the ABL facilities are outstanding, any actions that may be taken with respect to (or in respect of) the ABL Collateral that secures obligations under the ABL facilities on a first-priority basis, including the ability to cause the commencement of enforcement proceedings against such ABL Collateral and to control the conduct of such proceedings, and the approval of amendments to, releases of such ABL Collateral from the lien of, and waivers of past defaults under, such documents relating to such ABL Collateral, will be at the direction of the holders of the obligations under the ABL facilities, and the holders of the notes, which are secured on a second-priority basis on such ABL Collateral, may be adversely affected. See “Description of Notes — Collateral.” The ABL Collateral so released will no longer secure our and the guarantors’ obligations under the notes and the guarantees. In addition, because the holders of the indebtedness under the ABL facilities control the disposition of such ABL Collateral, such holders could decide not to proceed against such ABL Collateral, regardless of whether there is a default under the documents governing such indebtedness or under the indenture governing the notes. In such event, the only remedy available to the holders of the notes would be to sue for payment on the notes and the related guarantees. In addition, under the intercreditor agreement, the collateral agent for the notes may not assert any right of marshalling that may be available under applicable law with respect to such ABL Collateral. Without this waiver of the right of marshalling, holders of indebtedness secured by first-priority liens in the ABL Collateral would likely be required to liquidate collateral on which the notes did not have a lien, if any, prior to liquidating the collateral securing the notes, thereby maximizing the proceeds of the collateral that would be available to repay obligations under the notes. As a result of this waiver, the proceeds of sales of such ABL Collateral could be applied to repay any indebtedness secured by first-priority liens in such ABL Collateral before applying proceeds of other collateral securing indebtedness, and the holders of notes may recover less than they would have if such proceeds were applied in the order most favorable to the holders of the notes.

In addition, because the holders of the indebtedness secured by first-priority liens in the ABL Collateral will control the disposition of the ABL Collateral, such holders could decide not to proceed against the ABL Collateral, regardless of whether there is a default under the documents governing such indebtedness or under the indenture governing the notes. The indenture and the intercreditor agreement contain certain provisions benefiting holders of indebtedness under the ABL facilities, including provisions prohibiting the trustee and the notes collateral agent from objecting following the filing of a bankruptcy petition to a number of important matters regarding the collateral and the financing to be provided to us. After such filing, the value of this collateral could materially deteriorate and holders of the notes would be unable to raise an objection. In addition, the right of holders of obligations secured by first priority liens to foreclose upon and sell such collateral upon the occurrence of an event of default also would be subject to limitations under applicable bankruptcy laws if we or any of our subsidiaries become subject to a bankruptcy proceeding. The intercreditor agreement also gives the holders of first-priority liens on the ABL Collateral the right to access and use the collateral that secures the notes to allow those holders to protect the ABL Collateral and to process, store and dispose of the ABL Collateral.

The ABL Collateral will also be subject to any and all exceptions, defects, encumbrances, liens and other imperfections as may be accepted by the lenders under the ABL facilities and other creditors that have the

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benefit of first-priority liens on such collateral from time to time, whether on or after the date the notes and guarantees are issued. The existence of any such exceptions, defects, encumbrances, liens and other imperfections could adversely affect the value of the collateral securing the notes as well as the ability of the notes collateral agent to realize or foreclose on such collateral.

There are circumstances, other than repayment or discharge of the notes, under which the collateral securing the notes and the subsidiary guarantees will be released automatically, without your consent or the consent of the collateral agent for the notes. You may not realize any payment upon disposition of such collateral.

Under various circumstances, the collateral securing the notes will be released automatically, including:

•  a sale, transfer or other disposal of such collateral in a transaction not prohibited under the indenture;

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

•  to the extent any lease is collateral, upon termination of such lease;

•  with respect to collateral that is capital stock, upon the dissolution of the issuer of that capital stock in accordance with the indenture; and

•  with respect to any collateral constituting inventory, receivables and other ABL Collateral, in which the notes have a second-priority lien, upon any release by the lenders under the ABL facilities of their first-priority lien in that collateral (subject to the interest of the holders of the notes in the proceeds of that collateral), as described in the preceding risk factor.

The indenture also permits us to designate one or more of our restricted subsidiaries that is a guarantor of the notes as an unrestricted subsidiary. If we designate a subsidiary guarantor as an unrestricted subsidiary for purposes of the indenture, all of the liens on any collateral owned by that subsidiary or any of its subsidiaries and any guarantees of the notes by that subsidiary or any of its subsidiaries will be released under the indenture but not necessarily under the ABL facilities.

In addition, the second-priority lien on the ABL Collateral securing the notes will also be released automatically to the extent the first-priority liens on the ABL Collateral are released by the collateral agent for the ABL facilities in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under the indenture or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, ABL Collateral by the collateral agent for the ABL facilities (subject to the interest of the holders of the notes in the proceeds of that collateral). In addition, under the terms of the intercreditor agreement, at any time that obligations under the ABL facilities are outstanding, if the holders of such indebtedness release any ABL Collateral for any reason whatsoever (other than any such release granted following the discharge of obligations with respect to the ABL facilities), including, without limitation, in connection with any sale of assets, the second-priority liens on such ABL Collateral securing the notes will be automatically and simultaneously released without any consent or action by the holders of the notes, subject to certain exceptions. The collateral so released will no longer secure our and the guarantors’ obligations under the notes and the guarantees.

In addition, upon certain sales of the assets that comprise the collateral, we may be required or permitted to repay amounts outstanding under the ABL facilities, prior to repayment of any other indebtedness, including the notes, with the proceeds of such collateral disposition.

Pledges of equity interests of certain of our foreign subsidiaries may not constitute collateral for the repayment of the notes because such pledges will not be perfected pursuant to foreign law pledge documents.

Part of the security for the repayment of the notes may consist of a pledge of 65% of the voting capital stock of direct foreign subsidiaries (other than stock of our Canadian subsidiaries) owned by us or our domestic subsidiaries. Although such pledges of capital stock will be required to be granted under U.S. security documents, it may be necessary or desirable to perfect such pledges under foreign law pledge

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documents. We will not be required to provide such foreign law pledge documents. We cannot assure you that all such pledges will be effected and perfected under applicable foreign laws. Unless and until such pledges of equity interests are properly perfected, they may not constitute collateral for the repayment of the notes.

Certain laws and regulations may impose restrictions or limitations on foreclosure.

Our obligations under the notes and the subsidiary guarantors’ obligations under the guarantees are secured only by the collateral described in this prospectus. The collateral agent’s ability to foreclose on the collateral on your behalf may be subject to perfection, priority issues, state law requirements and practical problems associated with the realization of the collateral agent’s security interest or lien in the collateral, including cure rights, foreclosing on the collateral within the time periods permitted by third parties or prescribed by laws, obtaining third party consents, making additional filings, statutory rights of redemption, and the effect of the order of foreclosure. We cannot assure you that the consents of any third parties and approvals by governmental entities will be given when required to facilitate a foreclosure on such assets. Therefore, we cannot assure you that foreclosure on the collateral will be sufficient to make all payments on the notes.

In addition, our business requires numerous registrations, licenses and permits. Continued operation of our manufacturing plants that are significant to the value of the collateral for the notes depends on the maintenance of such registrations, licenses and permits. Our business is subject to substantial regulation and registration, license and permit requirements and may be adversely affected if we are unable to comply with existing regulations or requirements or changes in applicable regulations or requirements. In the event of foreclosure, the transfer of such registrations, licenses and permits may be prohibited and may require us to incur significant cost and expense. Further, we cannot assure you that the applicable governmental authorities will consent to the transfer of such registrations, licenses and permits. If the regulatory approvals required for such transfers are not obtained or are delayed, the foreclosure may be delayed, a temporary shutdown of operations may result and the value of the collateral may be significantly decreased.

If the issuers do not fulfill their obligations to you under the notes, you will not have any recourse against our parent companies or stockholders.

None of our indirect stockholders, directors, officers, employees or affiliates, including, without limitation, our parent companies and the H&F Investors, will be an obligor or guarantor under the notes. If we do not fulfill our obligations to you under the notes, you will have no recourse against any of our indirect stockholders, directors, officers, employees or affiliates, including, without limitation, the entities listed above.

The guarantees and the liens securing the guarantees may not be enforceable because of fraudulent conveyance laws; if so, you may be required to return payments received by you in respect of the guarantees and liens.

The incurrence of the guarantees and the grant of liens by our subsidiary guarantors (including any future guarantees and future liens) may be subject to review under U.S. federal bankruptcy law or relevant state fraudulent conveyance laws if a bankruptcy case or lawsuit is commenced by or on behalf of the subsidiary guarantors’ unpaid creditors. Under these laws, if in such a case or lawsuit a court were to find that, at the time such subsidiary guarantor incurred a guarantee of the notes or granted the lien, such subsidiary guarantor:

•  incurred the guarantee of the notes or granted the lien with the intent of hindering, delaying or defrauding current or future creditors;

•  received less than reasonably equivalent value or fair consideration for incurring the guarantee of the notes or granting the lien;

•  was insolvent or was rendered insolvent;

•  was engaged, or about to engage, in a business or transaction for which its remaining assets constituted unreasonably small capital to carry on its business; or

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•  intended to incur, or believed that it would incur, debts beyond its ability to pay as such debts matured (as all of the foregoing terms are defined in or interpreted under the relevant fraudulent transfer or conveyance statutes);

then such court could avoid the guarantee or lien of such subsidiary guarantor or subordinate the amounts owing under such guarantee or such lien to such subsidiary guarantor’s presently existing or future debt, or take other actions detrimental to you.

It may be asserted that the subsidiary guarantors incurred their guarantees for the issuers’ benefit and they incurred the obligations under the guarantees or granted the liens for less than reasonably equivalent value or fair consideration. The measure of insolvency for purposes of the foregoing considerations will vary depending upon the law of the jurisdiction that is being applied in any such proceeding. Generally, a company would be considered insolvent if, at the time it incurred the debt or issued the guarantee:

•  the sum of its debts (including contingent liabilities) is greater than its assets, at fair valuation;

•  the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; or

•  it could not pay its debts as they became due.

If a guarantee or a lien is avoided as a fraudulent conveyance or found to be unenforceable for any reason, you will not have a claim against that obligor and will only be a creditor of the issuers or any subsidiary guarantor to the extent the issuers’ or such subsidiary guarantor’s obligation is not set aside or found to be unenforceable. You may also be required to return payments you have received with respect to such guarantees and liens.

Each subsidiary guarantee will contain a provision intended to limit the guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being avoided under applicable fraudulent transfer laws or may reduce the guarantor’s obligation to an amount that effectively makes the guarantee worthless. In a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees.

Rights of holders of the notes in the collateral may be adversely affected by bankruptcy proceedings.

The right of the collateral agent for the notes to repossess and dispose of the collateral securing the notes and the guarantees upon acceleration is likely to be significantly impaired by federal bankruptcy law if bankruptcy proceedings are commenced by or against us or our domestic restricted subsidiaries that provide security for the notes or guarantees prior to, or possibly even after, the collateral agent has repossessed and disposed of the collateral. Under the U.S. Bankruptcy Code, a secured creditor, such as the collateral agent for the notes, is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor, without bankruptcy court approval. Moreover, bankruptcy law permits the debtor to continue to retain and to use collateral, and the proceeds, products, rents, or profits of the collateral, even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of the secured creditor’s interest in the collateral and may include cash payments or the granting of additional security, if and at such time as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the notes could be delayed following commencement of a bankruptcy case, whether or when the collateral agent would repossess or dispose of the collateral, or whether or to what extent holders of the notes would be compensated for any delay in payment of loss of value of the collateral through the requirements of “adequate protection.” Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the notes, the holders of the notes would

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have “undersecured claims” as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest, costs, and attorneys’ fees for “undersecured claims” during the debtor’s bankruptcy case.

In the event of a bankruptcy of the issuers or any of our subsidiary guarantors, holders of the notes may be deemed to have an unsecured claim to the extent that the issuers’ obligations in respect of the notes exceed the fair market value of the collateral securing the notes.

In any bankruptcy proceeding with respect to the issuers or any of our subsidiary guarantors, it is possible that the bankruptcy trustee, the debtor-in-possession or competing creditors will assert that the fair market value of the collateral with respect to the notes on the date of the bankruptcy filing was less than the then current principal amount of the notes. Upon a finding by the bankruptcy court that the notes are under-collateralized, the claims in the bankruptcy proceeding with respect to the notes would be bifurcated between a secured claim and an unsecured claim, and the unsecured claim would not be entitled to the benefits of security in the collateral. In such event, the secured claims of the holders of the notes would be limited to the value of the collateral.

Other consequences of a finding of under-collateralization would be, among other things, a lack of entitlement on the part of the holders of the notes to receive post-petition interest and a lack of entitlement on the part of the unsecured portion of the notes to receive other “adequate protection” under federal bankruptcy laws. In addition, if any payments of post-petition interest had been made at the time of such a finding of under-collateralization, those payments could be recharacterized by the bankruptcy court as a reduction of the principal amount of the secured claim with respect to the notes.

Any future pledge of collateral might be avoidable by a trustee in bankruptcy.

Any future pledge of collateral in favor of the notes collateral agent might be avoidable by the pledgor (as debtor in possession) or by its trustee in bankruptcy if certain events or circumstances exist or occur, including, among others, if the pledgor is insolvent at the time of the pledge, the pledge permits the holders of the notes to receive a greater recovery than if the pledge had not been given and a bankruptcy proceeding in respect of the pledgor is commenced within 90 days following the pledge, or, in certain circumstances, a longer period. To the extent that the grant of any such mortgage or other security interest is avoided as a preference, you would lose the benefit of the mortgage or security interest. As more fully described herein, certain of the assets securing the notes will not be subject to a valid and perfected security interest on the closing date. We have agreed to use commercially reasonable efforts to obtain a valid and perfected security interest on such assets following the closing date.

The notes will be structurally subordinated to the obligations of our non-guarantor subsidiaries. Your right to receive payments on the notes could be adversely affected if any of our non-guarantor subsidiaries declares bankruptcy, liquidates or reorganizes.

Our obligations under the notes are structurally subordinated to the obligations of our non-guarantor subsidiaries. Holders of notes will not have any claim as a creditor against our non-guarantor subsidiaries. In the event that any of our non-guarantor subsidiaries becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of their debt and their trade creditors will generally be entitled to payment on their claims from the assets of those subsidiaries before any of those assets are made available to us. Consequently, your claims in respect of the notes or subsidiary guarantees will be structurally subordinated to all of the liabilities of our non-guarantor subsidiaries. As of January 1, 2011, our non-guarantor subsidiaries had approximately $112.3 million of liabilities (including trade payables and excluding intercompany liabilities). For the year ended January 1, 2011, the non-guarantor subsidiaries accounted for approximately 22% of our net sales.

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Rights of holders of the notes in the collateral may be adversely affected by the failure to perfect security interests in certain collateral acquired in the future.

The collateral securing the notes and the guarantees will include substantially all of our and our subsidiary guarantors’ tangible and intangible assets that secure our indebtedness under the ABL facilities, whether now owned or acquired or arising in the future. If additional domestic restricted subsidiaries are formed or acquired and become guarantors under the indenture, additional financing statements would be required to be filed to perfect the security interest in the assets of such guarantors. Depending on the type of the assets constituting after-acquired collateral, additional action may be required to be taken by the collateral agent for the notes, or the collateral agent for the ABL facilities, to perfect the security interest in such assets, such as the delivery of physical collateral, the execution of account control agreements or the execution and recordation of mortgages or deeds of trust. Applicable law requires that certain property and rights acquired after the grant of a general security interest can only be perfected at the time such property and rights are acquired and identified. There can be no assurance that the trustee or the collateral agent will monitor, or that we will inform the trustee or the collateral agent of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. The collateral agent for the notes and the collateral agent for the ABL facilities will have no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interests therein. Such failure may result in the loss of the security interest therein or the priority of the security interest in favor of the notes and the guarantees against third parties.

The collateral is subject to casualty risks.

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

Moreover, the collateral agent may need to evaluate the impact of potential liabilities before determining to foreclose, to the extent it may do so under the security documents related to the notes, on collateral consisting of real property. That is because secured creditors that hold a security interest in real property may in some circumstances be held liable under environmental laws for the costs of remediating or preventing the release or threatened release of hazardous substances at such real property. Consequently, the collateral agent may decline to foreclose on such collateral or exercise remedies available in respect thereof if it does not receive indemnification to its satisfaction from the holders of the notes.

Federal and state environmental laws may decrease the value of the collateral securing the notes and may result in you being liable for environmental cleanup costs at our facilities.

The notes and guarantees will be secured by liens on real property that may be subject to both known and unforeseen environmental risks, and these risks may reduce or eliminate the value of the real property pledged as collateral for the notes or adversely affect our ability to repay the notes.

Moreover, under some federal and state environmental laws, a secured lender may in some situations become subject to its borrower’s environmental liabilities, including liabilities arising out of contamination at or from the borrower’s properties. Such liability can arise before foreclosure, if the secured lender becomes sufficiently involved in the management of the affected facility. Similarly, when a secured lender forecloses and takes title to a contaminated facility or property, the lender could in some circumstances become subject to such liabilities. Before taking some actions, the collateral agent and the trustee may request that you provide for its reimbursement for any of its costs, expenses and liabilities. Cleanup costs could become a liability of the collateral agent and the trustee, and, if you agreed to provide for the collateral agent’s or the trustee’s costs, expenses and liabilities, you could be required to help repay those costs. You may agree to indemnify the collateral agent or the trustee for its costs, expenses and liabilities before you or the collateral agent or the trustee knows what those amounts ultimately will be. If you agreed to this indemnification

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without sufficient limitations, you could be required to pay the collateral agent or the trustee an amount that is greater than the amount you paid for the notes. In addition, rather than acting through the trustee, you may in some circumstances have the right to act directly to pursue a remedy under the indenture. If you exercise that right, you also could become subject to the risks of the collateral agent and trustee discussed above.

The pledge of the capital stock, other securities and similar items of our subsidiaries that secure the notes will automatically be excluded from the collateral to the extent the pledge of such capital stock or such other securities would require the filing of separate financial statements with the SEC for that subsidiary.

The notes and the guarantees will be secured by a pledge of the capital stock of some of our subsidiaries. However, the collateral will not include the capital stock and other securities of any subsidiary to the extent that the pledge of such capital stock and other securities results in us being required to file separate financial statements of such subsidiary with the SEC pursuant to Rule 3-16 or Rule 3-10 of SEC Regulation S-X. Rule 3-16 of Regulation S-X, promulgated pursuant to the Securities Act, requires the presentation of a company’s stand-alone, audited financial statements if that company’s capital stock or other securities are pledged to secure the securities of another issuer, and the greatest of the principal amount, par value, book value and market value of the pledged stock or securities equals or exceeds 20% of the principal amount of the securities secured by such pledge. Accordingly, the collateral may in the future exclude the capital stock and securities of our subsidiaries, in each case to the extent necessary to not be subject to such requirement. As a result, holders of the notes could lose a portion or all of their security interest in the capital stock or other securities of those subsidiaries. It may be more difficult, costly and time-consuming for holders of the notes to foreclose on the assets of a subsidiary than to foreclose on its capital stock or other securities, so the proceeds realized upon any such foreclosure could be significantly less than those that would have been received upon any sale of the capital stock or other securities of such subsidiary. See “Description of Notes — Security for the Notes — Limitations on Stock Collateral.” The collateral securing the ABL facilities will not be so limited to exclude collateral that would otherwise require the additional financial statements under Rule 3-16 or Rule 3-10.

The imposition of certain permitted liens will cause the assets on which such liens are imposed to be excluded from the collateral securing the notes and the note guarantees. There are also certain other categories of property that are also excluded from the collateral.

Certain categories of assets are excluded from the collateral securing the notes and the guarantees. For example, the capital stock of our Canadian subsidiaries and assets generally need not be pledged to the extent that it would be prohibited under an agreement, and certain other assets are excluded. See “Description of Notes — Security for the Notes.” If an event of default occurs and the notes are accelerated, the notes and the note guarantees will rank pari passu with the holders of other unsubordinated and unsecured indebtedness of the relevant entity with respect to such excluded property. In addition, to the extent that the claims of noteholders exceed the value of the assets securing those notes and other liabilities, those claims will rank pari passu with the claims of the holders of any of our unsubordinated and unsecured indebtedness. As a result, if the value of the assets pledged as security for the notes is less than the value of the claims of the holders of the notes, those claims may not be satisfied in full before the claims of our unsecured creditors are paid.

The collateral securing the notes may be diluted under certain circumstances.

The collateral that will secure the notes will also secure loans and other obligations under the ABL facilities. The collateral may also secure additional indebtedness that we incur in the future, subject to restrictions on our ability to incur debt and liens under the ABL facilities and the indenture governing the notes. Your rights to the collateral would be diluted by any increase in the indebtedness secured by this collateral or portions thereof.

We may not be able to repurchase the notes upon a change of control.

Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of their principal amount, plus accrued and unpaid interest to the

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purchase date. Additionally, under the ABL facilities, a change of control (as defined therein) will constitute an event of default that permits the lenders to accelerate the maturity of borrowings under the respective agreements and terminate their commitments to lend. The source of funds for any purchase of the notes and repayment of borrowings under the ABL facilities would be our available cash or cash generated from our subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. We may not be able to repurchase the notes upon a change of control because we may not have sufficient financial resources to purchase all of the debt securities that are tendered upon a change of control and repay our other indebtedness that will become due or that will be put to us. We may require additional financing from third parties to fund any such purchases, and we may be unable to obtain financing on satisfactory terms or at all. Further, our ability to repurchase the notes may be limited by law. In order to avoid the obligations to repurchase the notes and events of default and potential breaches of the credit agreement governing the ABL facilities, we may have to avoid certain change of control transactions that would otherwise be beneficial to us.

In addition, some important corporate events, such as leveraged recapitalizations, may not, under the indenture that will govern the notes, constitute a “change of control” that would require us to repurchase the notes, even though those corporate events could increase the level of our indebtedness or otherwise adversely affect our capital structure, credit ratings or the value of the notes. See “Description of Notes — Repurchase at the Option of Holders — Change of Control.”

Ratings of the notes may affect the market price and marketability of the notes.

The notes are currently rated by Moody’s Investors Service, Inc. and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. Such ratings are limited in scope, and do not address all material risks relating to an investment in the notes, but rather reflect only the view of each rating agency at the time the rating is issued. An explanation of the significance of such rating may be obtained from such rating agency. There is no assurance that such credit ratings will be issued or remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency’s judgment, circumstances so warrant. It is also possible that such ratings may be lowered in connection with the application of the proceeds of this offering or in connection with future events, such as future acquisitions. Holders of notes will have no recourse against us or any other parties in the event of a change in or suspension or withdrawal of such ratings. Any lowering, suspension or withdrawal of such ratings may have an adverse effect on the market price or marketability of the notes.

An active trading market may not develop for the exchange notes.

We are offering the exchange notes to the holders of the outstanding notes. The exchange notes are a new issue of securities. There is no active public trading market for the exchange notes. We do not intend to apply for listing of the exchange notes on any securities exchange or automated dealer quotation system. We cannot assure you that an active trading market will develop for the exchange notes or that the exchange notes will trade as one class with the outstanding notes. In addition, the liquidity of the trading market in the exchange notes and the market prices quoted for the exchange notes may be adversely affected by changes in the overall market for this type of security and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a consequence, an active trading market may not develop for your exchange notes, you may not be able to sell your exchange notes, or, even if you can sell your exchange notes, you may not be able to sell them at an acceptable price.

Risks Related to Our Business

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

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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.

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.

Recently, due to industry-wide shortages of ethylene and other inputs to the vinyl resin manufacturing process, our vinyl resin supplier has invoked a force majeure clause in its supply contract with us, and it has

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informed us that it will need to reduce its supply commitments with its customers. We use vinyl resin in manufacturing of our vinyl siding and windows. Our supplier has indicated that it expects this shortage to continue for the next few months. Based on our current inventory levels, and the expected reduction in vinyl resin from our supplier, we do not believe that the reduced supply will have a significant impact on our business. However, should the level of supply further contract or continue beyond a few months, or should our supply requirements increase above our current expectations, we may be forced to acquire vinyl resin from other suppliers at higher prices, or we may unable to meet sales demand, which would consequently have a negative impact on our results of operations.

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.

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

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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.

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.

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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 recorded additional deferred tax assets related to these loss carryforwards and recorded a valuation allowance with respect to 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Quantitative and Qualitative Disclosures About Market Risk — Foreign Exchange Risk.”

We are controlled by investment funds affiliated with Hellman & Friedman LLC (“H&F”), 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 notes and the ABL facilities or that cause a change of control. In addition, to the extent permitted by the indenture governing the 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.

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

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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.

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.

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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 notes and the ABL facilities. For further details regarding environmental matters giving rise to potential liability, see “Business — Legal Proceedings.”

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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.

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.

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FORWARD-LOOKING STATEMENTS

All statements (other than statements of historical facts) in this prospectus 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, we cannot assure you 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;

•  our ability to attract and retain qualified personnel;

•  our ability to comply with certain financial covenants in the indenture governing the notes and our 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 “Risk Factors” and elsewhere in this prospectus.

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 prospectus. These forward-looking statements speak only as of the date of this prospectus. 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 it to do so.

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offer. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes, the terms of which are identical in all material respects to the exchange notes, except that the exchange notes will be registered under the Securities Act and will not contain terms with respect to transfer restrictions, registration rights and additional payments upon a failure to fulfill certain of our obligations under the registration rights agreement. The outstanding notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the exchange notes will not result in any change in our capitalization.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and total capitalization as of January 1, 2011. The information in this table should be read in conjunction with “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes included elsewhere in this prospectus.

	As of January 1,
	2011
	(In thousands)
Cash and cash equivalents	$	13,789
Long-term debt:
Borrowings under ABL facilities(1)	$	58,000
9.125% senior secured notes due 2017		730,000
Total long-term debt		788,000
Total member’s equity		498,477
Total capitalization	$	1,286,477

(1) 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 and a $75.0 million Canadian facility, in each case subject to borrowing base availability under the applicable facility. As of January 1, 2011, we had unused commitments under the ABL facilities of $167.0 million, of which $104.9 million was available under our borrowing base as of such date, after taking into consideration outstanding and undrawn stand-by letters of credit of $7.8 million primarily securing deductibles of various insurance policies. See “Description of Other Indebtedness.”

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated statement of operations has been developed by applying pro forma adjustments to our historical audited consolidated statements of operations included elsewhere in this prospectus. The unaudited pro forma condensed consolidated statement of operations give effect to the Merger as if it occurred on January 3, 2010. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with these unaudited pro forma condensed consolidated statement of operations.

The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. The unaudited pro forma condensed consolidated statement of operations is presented for informational purposes only. The unaudited pro forma condensed consolidated statement of operations does not purport to represent what our results of operations or financial condition would have been had the respective transactions actually occurred on the dates indicated, and they do not purport to project our results of operations or financial condition for any future period or as of any future date. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the information contained in “Risk Factors,” “Use of Proceeds,” “Capitalization,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. All pro forma adjustments and their underlying assumptions are described more fully in the notes to our unaudited pro forma condensed consolidated statement of operations.

The Merger was accounted for using the acquisition method of accounting. The pro forma adjustments presented are based on the final estimated fair values recorded in connection with the Merger, which are included in our consolidated balance sheet as of January 1, 2011 presented elsewhere herein. 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.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED JANUARY 1, 2011

	January 3, 2010			October 13, 2010
	to			to			Adjustments for
	October 12, 2010			January 1, 2011			the Merger			Pro Forma
	Predecessor			Successor
	(In thousands)
Net sales	$	897,938		$	269,249		$	806	(a)	$	1,167,993
Cost of sales		658,509			222,737			(22,863	)(b)		858,383
Gross profit		239,429			46,512			23,669			309,610
Selling, general and administrative expenses		159,448			53,543			17,574	(b)		230,565
Merger costs		102,661			7,411			(110,072	)(c)		—
Income (loss) from operations		(22,680	)		(14,442	)		116,167			79,045
Interest expense, net		58,759			16,120			(462	)(d)		74,417
(Gain) loss on debt extinguishment		(15,201	)		25,129			(9,928	)(e)		—
Foreign currency (gain) loss		(184	)		771			—			587
Income (loss) before income taxes		(66,054	)		(56,462	)		126,557			4,041
Income taxes		5,220			8,553			48,724	(f)		62,497
Net income (loss)	$	(71,274	)	$	(65,015	)	$	77,833		$	(58,456	)

(a)

Represents reversal of non-recurring expense for stock warrants, which were redeemed for cash in connection with the Merger. The expense associated with the stock warrants was recorded in the Predecessor’s 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”).

(b)

Details of the pro forma adjustments to cost of sales and selling, general and administrative expense reflect the following: (i) reversal of non-recurring amortization of the step-up in basis of inventory recorded, (ii) incremental depreciation and amortization of tangible and intangible assets and liabilities resulting from fair value adjustments recorded as a result of purchase accounting, (iii) adjustments to pension expense based on recording fair value adjustments for pension liabilities, (iv) amortization of net liabilities related to the fair values recorded for leases and warranties as a result of purchase accounting, and (v) the elimination of the management fees payable to Harvest Partners.

Cost of sales:
Reversal of non-recurring amortization of step-up in basis of inventory	$	(23,091	)
Net increase in depreciation and amortization for fair value adjustments to property, plant and equipment		2,245
Net decrease in amortization for fair value adjustments to intangibles		(486	)
Decrease in pension expense related to purchase accounting adjustments		(611	)
Net decrease in lease expense related to fair value adjustments of leases		(342	)
Amortization of warranty liability fair value adjustment		(578	)
	$	(22,863	)
Selling, general and administrative expenses:
Net increase in depreciation and amortization for fair value adjustments to property, plant and equipment	$	919
Net increase in amortization for fair value adjustments to intangibles		18,850
Decrease in pension expense related to purchase accounting adjustments		(1,493	)
Net decrease in lease expense related to fair value adjustments of leases		(21	)
Elimination of the management fees payable to Harvest Partners		(681	)
	$	17,574

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(c)

Represents the reversal of non-recurring Merger costs, including (i) $38.4 million of expenses including investment banking, legal and other expenses; (ii) $7.4 million of 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; and (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.

(d)

Represents the interest expense adjustment related to the incurrence of increased indebtedness and lower average borrowing rates after the retirement of the Predecessor’s indebtedness, such new debt consisting of $730.0 million of the notes and $73.0 million of borrowings under our ABL facilities (with no effect given to subsequent borrowings or repayments). The adjustment also includes annual amortization of debt issuance costs. The annual interest rate for borrowings under our ABL facilities is assumed to be at LIBOR plus 2.75%. A 0.5% change in interest rates on our ABL facilities would change interest expense by $0.4 million for the year ended January 1, 2011.

Pro forma interest expense	$	74,417
Less: historical interest expense, net		(74,879	)
Total adjustment	$	(462	)

(e)

Reflects the following: (i) 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 (ii) 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.

(f)

Reflects the estimated tax effect using a statutory rate of 38.5% on the pro forma adjustments.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table presents certain historical consolidated financial data and other data for each of the fiscal years ended December 30, 2006, December 29, 2007, January 3, 2009 and January 2, 2010, the period ended October 12, 2010 and the period ended January 1, 2011. Our audited consolidated financial statements for each of the fiscal years ended December 30, 2006, December 29, 2007 and January 3, 2009 have been audited by Ernst & Young LLP, independent registered public accounting firm. Our audited consolidated financial statements for the fiscal year ended January 2, 2010, the period ended October 12, 2010 and the period ended January 1, 2011 have been audited by Deloitte & Touche LLP, independent registered public accounting firm. The following information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes thereto appearing elsewhere in this prospectus.

	Predecessor															Successor
	Year Ended												January 3, 2010			October 13, 2010
	December 30,			December 29,			January 3,			January 2,			to			to
	2006			2007			2009			2010			October 12, 2010			January 1, 2011
	(In thousands)
Statements of operations data:
Net sales	$	1,250,054		$	1,204,056		$	1,133,956		$	1,046,107		$	897,938		$	269,249
Cost of sales		947,776			899,839			859,107			765,691			658,509			222,737
Gross profit		302,278			304,217			274,849			280,416			239,429			46,512
Selling, general and administrative expenses		203,844			208,001			212,025			204,610			159,448			53,543
Merger costs		—			—			—			—			102,661			7,411
Manufacturing restructuring costs		—			—			1,783			5,255			—			—
Impairment of long-lived assets		3,423			—			—			—			—			—
Facility closure costs, net		(92	)		—			—			—			—			—
Income (loss) from operations		95,103			96,216			61,041			70,551			(22,680	)		(14,442	)
Interest expense, net		80,947			81,087			82,567			77,352			58,759			16,120
Net (gain) loss on debt extinguishments		—			—			—			(29,665	)		(15,201	)		25,129
Foreign currency (gain) loss		(703	)		(227	)		1,809			(184	)		(184	)		771
Income (loss) before income taxes		14,859			15,356			(23,335	)		23,048			(66,054	)		(56,462	)
Income taxes		13,989			7,051			53,062			2,390			5,220			8,553
Net income (loss)	$	870		$	8,305		$	(76,397	)	$	20,658		$	(71,274	)	$	(65,015	)
Other data:
Capital expenditures	$	14,648		$	12,393		$	11,498		$	8,733		$	10,302		$	5,160
Cash dividends		—			—			—			—			—			—

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

(1) Working capital is defined as current assets minus current liabilities.

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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

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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.

Recently, due to industry-wide shortages of ethylene and other inputs to the vinyl resin manufacturing process, our vinyl resin supplier has invoked a force majeure clause in its supply contract with us, and it has informed us that it will need to reduce its supply commitments with its customers. We use vinyl resin in manufacturing of our vinyl siding and windows. Our supplier has indicated that it expects this shortage to continue for the next few months. Based on our current inventory levels, and the expected reduction in vinyl resin from our supplier, we do not believe that the reduced supply will have a significant impact on our business. However, should the level of supply further contract or continue beyond a few months, or should our supply requirements increase above our current expectations, we may be forced to acquire vinyl resin from other suppliers at higher prices, or we may unable to meet sales demand, which would consequently have a negative impact on our results of operations.

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.

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.

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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 111/4% 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 “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.

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”).

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

							Years Ended
							January 1,						January 2,						January 3,
	January 3, 2010			October 13, 2010			2011						2010						2009
	to			to			Combined						Predecessor						Predecessor
	October 12, 2010			January 1, 2011						% of						% of						% of
	Predecessor			Successor						Net						Net						Net
	Amount			Amount			Amount			Sales			Amount			Sales			Amount			Sales
	(In thousands)
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 (the “Revolving Credit Agreement”) and the indenture

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governing the 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 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.

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 the Revolving Credit Agreement and the indenture governing the 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

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(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”).

(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.

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(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.
(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.

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(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.

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.

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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 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

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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.

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

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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.

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.

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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
	(In thousands)
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

(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.

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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

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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.

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 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.

Long-Term Debt

We incurred substantial indebtedness in connection with the Merger.

9.125% Senior Secured Notes due 2017

In October 2010, in connection with the consummation of the Merger, Associated Materials, LLC and AMH New Finance, Inc. (collectively, the “Issuers”) issued and sold $730.0 million of 9.125% Senior Secured Notes due 2017 (the “notes”). The notes bear interest at a rate of 9.125% per annum and are unconditionally guaranteed, jointly and severally, by each of the Issuers’ direct and indirect domestic subsidiaries that guarantees our obligations under the ABL facilities.

ABL Facilities

In October 2010, in connection with the consummation of the Merger, Associated Materials, LLC entered into senior secured asset-based revolving credit facilities (the “ABL facilities”) in the amount of

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$225.0 million (comprised of a $150.0 million U.S. facility and a $75.0 million Canadian facility) pursuant to a revolving credit agreement maturing in 2015 (the “Revolving Credit Agreement”). The revolving credit loans under the Revolving Credit Agreement bear interest at the rate of (1) LIBOR (for eurodollar loans under the U.S. facility) or CDOR (for loans under the Canadian facility), plus an applicable margin of 2.75% as of January 1, 2011, (2) the alternate base rate (which is the highest of a prime rate, the Federal Funds Effective Rate plus 0.50% and a one-month LIBOR rate plus 1.0% per annum), plus an applicable margin of 1.75% as of January 1, 2011, or (3) the alternate Canadian base rate (which is the higher of a Canadian prime rate and the 30-day CDOR Rate plus 1.0%), plus an applicable margin of 1.75% as of January 1, 2011.

As of January 1, 2011, Associated Materials, LLC owed $58.0 million under the U.S. facility, at an interest rate of 4.3% as of January 1, 2011.

Other

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 Associated Materials, LLC and its 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 Associated Materials, LLC, other than certain excluded subsidiaries (together with the U.S. guarantors, the “ABL guarantors”) and the U.S. guarantors. 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 (the “notes guarantors”). The ABL guarantors and the notes guarantors have granted security interests in, or mortgages on, substantially all of their tangible and intangible assets as collateral for the obligations under the Revolving Credit Agreement and the indenture governing the notes. The documents governing the ABL facilities and the notes restrict our ability to obtain funds from our subsidiaries by dividend or loan. In addition, all of our subsidiaries are separate and independent legal entities and have no obligation to pay any dividends, distributions or other payments to us.

We and our subsidiaries, affiliates or equityholders may from time to time, in our or their sole discretion, purchase, repay, redeem or retire any of our outstanding debt or equity securities in privately negotiated or open market transactions, by tender offer or otherwise.

Covenant Compliance

There are no financial maintenance covenants included in our revolving credit agreement (the “Revolving Credit Agreement”) and the indenture governing the notes (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.

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.

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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 “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 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 the 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 the notes is November 1, 2017. See Note 8 to the consolidated financial statements for further details.
(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

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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

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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.

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.

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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.

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.

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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.

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.

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

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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.

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 “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.

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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 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 Hellman & Friedman LLC.

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

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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.

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.

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.

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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 WindowsTM. 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.

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%

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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.

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

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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.

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 SeriesTM, 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.

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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 TriBeamTM 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.

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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.

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

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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

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operate on a three-shift basis to optimize equipment productivity and utilize additional equipment to increase capacity to meet higher seasonal needs.

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.

Recently, due to industry-wide shortages of ethylene and other inputs to the vinyl resin manufacturing process, our vinyl resin supplier has invoked a force majeure clause in its supply contract with us, and it has informed us that it will need to reduce its supply commitments with its customers. We use vinyl resin in manufacturing of our vinyl siding and windows. Our supplier has indicated that it expects this shortage to continue for the next few months. Based on our current inventory levels, and the expected reduction in vinyl resin from our supplier, we do not believe that the reduced supply will have a significant impact on our business. However, should the level of supply further contract or continue beyond a few months, or should our supply requirements increase above our current expectations, we may be forced to acquire vinyl resin from other suppliers at higher prices, or we may unable to meet sales demand, which would consequently have a negative impact on our results of operations.

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.

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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 “Legal Proceedings.”

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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Quantitative and Qualitative Disclosures About Market Risk — Foreign Currency Exchange Rate Risk.”

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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.

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.

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.

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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.

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MANAGEMENT

The following table sets forth information about Parent’s and our directors and executive officers as of April 1, 2011.

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		44	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 44. 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.

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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

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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.

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 Merger 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 “Certain Relationships and Related Party Transactions — 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.

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

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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 April 1, 2011, the H&F Investors control approximately 98% of the outstanding common stock of Parent. See “Principal Stockholders” and “Certain Relationships and Related Party Transactions.”

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 prospectus.

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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 prospectus 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.

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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.

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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 prospectus.

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 prospectus), 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.

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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).

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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.

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.

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												Change in
												Pension
												Value and
												Nonqualified
										Non-Equity		Deferred
								Option		Incentive Plan		Compensation		All Other
Name and Principal Position	Year		Salary		Bonus(1)			Awards(4)		Compensation(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.

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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 61st 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 61st day following such termination in 24 equal monthly installments (other than the first installment,

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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 61st 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

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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 61st 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.

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 61st 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 61st day following such

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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.

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 61st 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 61st 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

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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. 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 61st 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 61st 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

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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.

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								Grant
															Awards:			Exercise			Fair		Date
															Number 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
	Grant		Threshold		Target		Maximum		Threshold		Target		Maximum		Options			Awards			Grant		Awards
Name	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.

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(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 initial public offering.

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Outstanding Equity Awards at Fiscal Year End

	Option Awards
						Equity
						Incentive
						Plan Awards:
	Number of		Number of			Number of
	Securities		Securities			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

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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.

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

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(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.

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.

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Option 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.

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

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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.

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
Name	Payments(1)			Benefits(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.

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)		—		—		—			—		—		—			—

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(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.

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.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

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 “Certain Relationships and Related Party Transactions.”

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 “Executive Compensation.”

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

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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. H&F 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 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. Such notes matured on April 13, 2011, and such shares were issued in connection therewith.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

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

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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.

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.

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

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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 “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.

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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. During the year ended January 2, 2010, we paid Ms. Mason salary of $115,842, bonus compensation of $6,236, vacation payout of $4,038 and payments in reimbursement for relocation expenses of $120,105.

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 “Certain Relationships and 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.

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DESCRIPTION OF OTHER INDEBTEDNESS

ABL Facilities

On October 13, 2010, in connection with the consummation of the Merger, 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 Carey Intermediate Holdings Corp. (now known as AMH Intermediate Holdings Corp.) (“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 Associated Materials, LLC, 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 Associated Materials, LLC, 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 Associated Materials, LLC and certain of its affiliates, to pay fees and expenses incurred in connection with the Merger and to partially finance the Merger. 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 Associated Materials, LLC and its 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 is 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

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•  the alternate Canadian base rate, which is 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, 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 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.

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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 Associated Materials, LLC and its 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 Associated Materials, LLC, other than certain excluded subsidiaries (the “Canadian guarantors,” and together with the U.S. guarantors, the “ABL guarantors”) and the U.S. guarantors.

Security.  Pursuant to the US Security Agreement, dated as of October 13, 2010, among Holdings, Associated Materials, LLC, 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, Associated Materials, LLC, 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 Associated Materials, LLC (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 Associated Materials, LLC and of each guarantor of the notes and substantially all tangible and intangible assets of Associated Materials, LLC and each guarantor of the notes (to the extent not included in the U.S. first priority collateral) and proceeds of the foregoing (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.

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,

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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).

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THE EXCHANGE OFFER

General

We are offering to exchange a like principal amount of exchange notes for any or all outstanding notes on the terms and subject to the conditions set forth in this prospectus and accompanying letter of transmittal. We refer to the offer as the “exchange offer.” You may tender some or all of your outstanding notes pursuant to the exchange offer.

As of the date of this prospectus, $730,000,000 aggregate principal amount of 9.125% Senior Secured Notes due 2017 is outstanding. This prospectus, together with the letter of transmittal, is first being sent to all registered holders of outstanding notes known to us on or about           , 2011. Our obligation to accept outstanding notes for exchange pursuant to the exchange offer is subject to the satisfaction or waiver of certain conditions set forth under “— Conditions to the Exchange Offer” below. We anticipate that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose and Effect of the Exchange Offer

In connection with the private offering and sale of the outstanding notes, we entered into a registration rights agreement with the initial purchasers of the outstanding notes in which we agreed, under certain circumstances, to use commercially reasonable efforts to file a registration statement with respect to a registered offer to exchange the outstanding notes for the exchange notes and use commercially reasonable efforts to cause the registration statement to be declared effective under the Securities Act no later than 360 days following the closing date of the issuance of the outstanding notes. The description of the registration rights agreement contained in this prospectus is only a brief summary of the agreement. It does not purport to be complete and is qualified in its entirety by reference to all of the terms, conditions and provisions of the registration rights agreement. For further information, please refer to the registration rights agreement filed as an exhibit to our Annual Report on Form 10-K, filed with the SEC on April 1, 2011. The exchange offer is referred to in this prospectus as the “exchange offer.” The form and terms of the exchange notes will be substantially identical in all material respects to the form and terms of the outstanding notes, except that the exchange notes will be registered under the Securities Act and will not contain terms with respect to transfer restrictions, registration rights or any increase in interest rate upon a failure to fulfill certain of our obligations under the registration rights agreement. The outstanding notes were issued on October 13, 2010 (the “Issue Date”).

If, (i) because of any change in law or in currently prevailing interpretations of the staff of the SEC, we are not permitted to effect an exchange offer, (ii) the exchange offer is not consummated within 360 days of the Issue Date, (iii) in certain circumstances, certain holders of unregistered exchange notes so request, or (iv) in the case of any holder of outstanding notes that participates in the exchange offer, such holder does not receive exchange notes 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 ours or as a participating broker-dealer), then in each case, we will (x) promptly deliver to the holders and the trustee for the notes written notice thereof and (y) at our sole expense, (a) as promptly as practicable, use our commercially reasonable efforts to file a shelf registration statement covering resales of the outstanding notes and use commercially reasonable efforts to keep effective the shelf registration statement until the earliest of 180 days after the shelf registration statement is declared effective or such time as all of the applicable notes have been sold thereunder or otherwise sold.

If you wish to exchange your outstanding notes for exchange notes in the exchange offer, you will be required to make the following written representations:

•  you are not our “affiliate” within the meaning of Rule 405 of the Securities Act;

•  you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;

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•  you are not engaged in, and do not intend to engage in, a distribution of the exchange notes in violation of the Securities Act; and

•  you are acquiring the exchange notes in the ordinary course of your business.

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the broker-dealer acquired the outstanding notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. Please see “Plan of Distribution.”

Resale of Exchange Notes

Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offer without complying with the registration and prospectus delivery provisions of the Securities Act, if:

•  you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;

•  you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes in violation of the provisions of the Securities Act;

•  you are not engaged in, and do not intend to engage in, a distribution of the exchange notes in violation of the provisions of the Securities Act; and

•  you are acquiring the exchange notes in the ordinary course of your business.

If you are our “affiliate,” or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business:

•  you cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters; and

•  in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

This prospectus may be used for an offer to resell, resale or other transfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read “Plan of Distribution” for more details regarding the transfer of exchange notes.

Terms of the Exchange Offer

On the terms and subject to the conditions set forth in this prospectus and in the accompanying letters of transmittal, we will accept for exchange in the exchange offer any outstanding notes that are validly tendered and not validly withdrawn prior to the expiration date. Outstanding notes may only be tendered in denominations of $2,000 and integral multiples of $1,000 in excess thereof. In exchange for each outstanding note surrendered in the exchange offer, we will issue exchange notes with a like principal amount.

The form and terms of the exchange notes will be substantially identical in all material respects to the form and terms of the outstanding notes, except that the exchange notes will be registered under the Securities Act and will not contain terms with respect to transfer restrictions, registration rights or any increase in interest rate upon a failure to fulfill certain of our obligations under the registration rights agreement. The

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exchange notes will be issued under and entitled to the benefits of the indenture that authorized the issuance of the outstanding notes. For a description of the indenture, see “Description of Notes.”

The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

As of the date of this prospectus, $730,000,000 million aggregate principal amount of the 9.125% Senior Secured Notes due 2017 are outstanding. This prospectus and the letters of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer. We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indenture relating to such holders’ series of outstanding notes and the registration rights agreement, except that we will not have any further obligation to you to provide for the registration of the outstanding notes under the registration rights agreement.

We will be deemed to have accepted for exchange properly tendered outstanding notes when they have given written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to holders. Subject to the terms of the registration rights agreement, we expressly reserve the right to amend or terminate the exchange offer and to refuse to accept the occurrence of any of the conditions specified below under “— Conditions to the Exchange Offer.”

If you tender your outstanding notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below in connection with the exchange offer. It is important that you read “— Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.

Expiration Date; Extensions; Amendments

As used in this prospectus, the term “expiration date” means 5:00 p.m., New York City time, on          , 2011. However, if we, in our sole discretion, extend the period of time for which the exchange offer is open, the term “expiration date” will mean the latest time and date to which we shall have extended the expiration of such exchange offer.

To extend the period of time during which an exchange offer is open, we will notify the exchange agent of any extension or written notice, followed by notification by press release or other public announcement to the registered holders of the outstanding notes no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion:

•  to delay accepting for exchange any outstanding notes (only in the case that we amend or extend the exchange offer);

•  to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under “— Conditions to the Exchange Offer” have not been satisfied by giving written notice of such delay, extension or termination to the exchange agent; and

•  subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner. In the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the offer period, if necessary, so that at least five business days remain in such offer period following notice of the material change.

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Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by written notice to the registered holders of the outstanding notes. If we amend an exchange offer in a manner that we determine to constitute a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of applicable outstanding notes of that amendment.

Conditions to the Exchange Offer

Despite any other term of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes, and we may terminate or amend the exchange offer as provided in this prospectus prior to the expiration date if in our reasonable judgment:

•  the exchange offer or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or

•  any action or proceeding has been instituted or threatened in writing in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

In addition, we will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us:

•  the representations described under “— Purpose and Effect of the Exchange Offer,” “— Procedures for Tendering” and “Plan of Distribution;” or

•  any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

We expressly reserve the right at any time or at various times to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any outstanding notes by giving written notice of such extension to their holders. We will return any outstanding notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. We will give written notice of any extension, amendment, non-acceptance or termination to the holders of the outstanding notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

These conditions are for our sole benefit, and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the expiration date in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times prior to the expiration date.

In addition, we will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any such outstanding notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended.

Procedures for Tendering Outstanding Notes

To tender your outstanding notes in the exchange offer, you must comply with either of the following:

•  complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or

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deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under “— Exchange Agent — Notes” prior to the expiration date; or

•  comply with DTC’s Automated Tender Offer Program procedures described below.

In addition, you will comply with either of the following conditions:

•  the exchange agent must receive certificates for outstanding notes along with the letter of transmittal prior to the expiration date;

•  the exchange agent must receive a timely confirmation of book-entry transfer of outstanding notes into the exchange agent’s account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent’s message prior to the expiration date; or

•  you must comply with the guaranteed delivery procedures described below.

Your tender, if not withdrawn prior to the expiration date, constitutes an agreement between us and you upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

The method of delivery of outstanding notes, letters of transmittal and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. You should not send letters of transmittal or certificates representing outstanding notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

If you are a beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your outstanding notes, you should promptly contact the registered holder and instruct the registered holder to tender on your behalf. If you wish to tender the outstanding notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either:

•  make appropriate arrangements to register ownership of the outstanding notes in your name; or

•  obtain a properly completed bond power from the registered holder of outstanding notes.

The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17A(d)-15 under the Exchange Act unless the outstanding notes surrendered for exchange are tendered:

•  by a registered holder of the outstanding notes who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

•  for the account of an eligible guarantor institution.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, such outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the outstanding notes and an eligible guarantor institution must guarantee the signature on the bond power.

If the letter of transmittal or any certificates representing outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should indicate when signing in such capacity and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

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The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange by causing DTC to transfer the outstanding notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

•  DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;

•  the participant has received and agrees to be bound by the terms of the letter of transmittal, or in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the notice of guaranteed delivery; and

•  we may enforce that agreement against such participant.

DTC is referred to herein as a “book-entry transfer facility.”

Acceptance of Exchange Notes

In all cases, we will promptly issue exchange notes for outstanding notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

•  outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent’s account at the book-entry transfer facility; and

•  a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

By tendering outstanding notes pursuant to the exchange offer, you will represent to us that, among other things:

•  you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;

•  you do not have an arrangement or understanding with any person or entity to participate in a distribution of the exchange notes in violation of the provisions of the Securities Act;

•  you are not engaged in, and do not intend to engage in, a distribution of the exchange notes in violation of the provisions of the Securities Act; and

•  you are acquiring the exchange notes in the ordinary course of your business.

In addition, each broker-dealer that is to receive exchange notes for its own account in exchange for outstanding notes must represent that such outstanding notes were acquired by that broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”

We will interpret the terms and conditions of the exchange offer, including the letters of transmittal and the instructions to the letters of transmittal, and will resolve all questions as to the validity, form, eligibility, including time of receipt, and acceptance of outstanding notes tendered for exchange. Our determinations in this regard will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of any particular outstanding notes not properly tendered or to not accept any particular outstanding notes if the acceptance might, in our or our counsel’s judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities as to any particular outstanding notes prior to the expiration date.

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Unless waived, any defects or irregularities in connection with tenders of outstanding notes for exchange must be cured within such reasonable period of time as we determine. Neither we, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will any of them incur any liability for any failure to give notification. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the expiration date.

Book-Entry Delivery Procedures

Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the outstanding notes at DTC and, as the book-entry transfer facility, for purposes of the exchange offer. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the outstanding notes by causing the book-entry transfer facility to transfer those outstanding notes into the exchange agent’s account at the facility in accordance with the facility’s procedures for such transfer. To be timely, book-entry delivery of outstanding notes requires receipt of a confirmation of a book-entry transfer, a “book-entry confirmation,” prior to the expiration date. In addition, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent’s account at the book-entry transfer facility, the letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an “agent’s message,” as defined below, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the letter of transmittal prior to the expiration date to receive exchange notes for tendered outstanding notes, or the guaranteed delivery procedures described below must be complied with. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.

Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent’s account at the book-entry transfer facility or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

If you wish to tender your outstanding notes but your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents to the exchange agent or comply with the procedures under DTC’s Automatic Tender Offer Program in the case of outstanding notes, prior to the expiration date, you may still tender if:

•  the tender is made through an eligible guarantor institution;

•  prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such outstanding notes and the principal amount of outstanding notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and

•  the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered outstanding notes in proper form for transfer or a book-entry confirmation of transfer of the outstanding notes into the exchange agent’s account at DTC and all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

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Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your outstanding notes according to the guaranteed delivery procedures.

Withdrawal Rights

Except as otherwise provided in this prospectus, you may withdraw your tender of outstanding notes at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective:

•  the exchange agent must receive a written notice, which may be by facsimile or letter, of withdrawal at its address set forth below under “— Exchange Agent;” or

•  you must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.

Any notice of withdrawal must:

•  specify the name of the person who tendered the outstanding notes to be withdrawn;

•  identify the outstanding notes to be withdrawn, including the certificate numbers and principal amount of the outstanding notes; and

•  where certificates for outstanding notes have been transmitted, specify the name in which such outstanding notes were registered, if different from that of the withdrawing holder.

If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit:

•  the serial numbers of the particular certificates to be withdrawn; and

•  a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible guarantor institution.

If outstanding notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form, and eligibility, including time of receipt of notices of withdrawal, and our determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the outstanding notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following the procedures described under “— Procedures for Tendering Outstanding Notes” above at any time on or prior to the expiration date.

Exchange Agent

Wells Fargo Bank, National Association has been appointed as the exchange agent for the exchange offer. Wells Fargo Bank, National Association also acts as trustee under the indenture governing the notes. You should direct all executed letters of transmittal and all questions and requests for assistance, requests for

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additional copies of this prospectus or of the letters of transmittal and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

By Registered or Certified Mail:	By Regular Mail or Overnight Courier:	By Hand Delivery:
Wells Fargo Bank, N.A. Corporate Trust Operations MAC # N9303-121 P.O. Box 1517 Minneapolis, MN 55480	Wells Fargo Bank, N.A. Corporate Trust Operations MAC # N9303-121 Sixth Street & Marquette Avenue Minneapolis, MN 55479	Wells Fargo Bank, N.A. Corporate Trust Services Northstar East Building, 12th Floor 608 Second Avenue South Minneapolis, MN 55402
	By Facsimile Transmission: (eligible institutions only): (612) 667-6282 Telephone Inquiries: (800) 344-5128

Note:  Delivery of this instrument to an address other than as set forth above or transmission of instructions other than as set forth above will not constitute a valid delivery.

If you deliver the letter of transmittal to an address other than the one set forth above or transmit instructions via facsimile other than to the facsimile number set forth above, that delivery or those instructions will not be effective.

Fees and Expenses

The registration rights agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of outstanding notes and for handling or tendering for such clients.

We have not retained any dealer-manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of outstanding notes pursuant to the exchange offer.

Accounting Treatment

We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will capitalize the expenses of the exchange offer and amortize them over the life of the notes.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchanges of outstanding notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

•  certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;

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•  tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or

•  a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer.

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Holders who tender their outstanding notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

If you do not exchange your outstanding notes for exchange notes under the exchange offer, your outstanding notes will remain subject to the restrictions on transfer of such outstanding notes:

•  as set forth in the legend printed on the outstanding notes as a consequence of the issuance of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

•  as otherwise set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes.

In general, you may not offer or sell your outstanding notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act.

Other

Participating in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.

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DESCRIPTION OF NOTES

General

Certain terms used in this description are defined under the subheading “Certain Definitions.” In this description, (i) the terms “we,” “our” and “us” each refer to Associated Materials, LLC (and any successor entity, “AMLLC”) and its consolidated Subsidiaries; and (ii) the term “Issuers” refers only to AMLLC and AMH New Finance, Inc. (and any successor entity, the “Co-Issuer”) and not any of their respective Subsidiaries.

On October 13, 2010 (the “Issue Date”), the Issuers issued $730,000,000 aggregate principal amount of 9.125% senior secured notes due 2017. For purposes of this description, the “Notes” refers to these outstanding notes and the Exchange Notes to be issued pursuant to the exchange offer (the “Exchange Offer”) to which this prospectus relates, as well as any Additional Notes, as defined below. The outstanding notes were, and the Exchange Notes will be, issued under an indenture dated as of the Issue Date (the “Indenture”) among the Issuers, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and as collateral agent (the “Notes Collateral Agent”). The Notes were issued in a private transaction that is not subject to the registration requirements of the Securities Act. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to specific provisions of the Trust Indenture Act.

The following description is only a summary of the material provisions of the Notes and the Indenture, does not purport to be complete and is qualified in its entirety by reference to the provisions of the Notes and the Indenture, including the definitions therein of certain terms used below. We urge you to read the Notes and the Indenture because they, not this description, define your rights as Holders of the Notes. Copies of the Notes and the Indenture are attached as exhibits to our Annual Report on Form 10-K, filed with the Commission on April 1, 2011. You may request copies of the Notes and the Indenture at our address set forth in this prospectus.

The outstanding notes and the Exchange Notes will constitute a single series of debt securities under the Indenture. If the Exchange Offer is consummated, holders of outstanding notes who do not exchange their outstanding notes in the Exchange Offer will vote together with the holders of the Exchange Notes for all relevant purposes under the Indenture. Accordingly, when determining whether the required holders have given notice, consent or waiver or taken any other action permitted under the Indenture, any outstanding notes that remain outstanding after the Exchange Offer will be aggregated with the Exchange Notes. All references herein to specified percentages in aggregate principal amount of notes outstanding shall be deemed to mean, at any time after the Exchange Offer is consummated, percentages in aggregate principal amount of outstanding notes and Exchange Notes outstanding.

Brief Description of Notes

The Notes are:

•  jointly and severally issued by the Issuers;

•  general senior obligations of the Issuers;

•  pari passu in right of payment with all existing and future Senior Indebtedness (including the Senior Credit Agreement and other Lenders Debt) of the Issuers;

•  secured on a first-priority basis by the Notes Collateral owned by the Issuers and on a second-priority basis by the ABL Collateral owned by the Issuers, in each case subject to certain Liens permitted under the Indenture;

•  equal in priority as to the Notes Collateral owned by the Issuers with respect to any Obligations under any Other Pari Passu Lien Obligations incurred after the Issue Date;

•  senior in right of payment to any future Subordinated Indebtedness of the Issuers;

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•  initially guaranteed on a senior basis by each Domestic Subsidiary that is a Wholly Owned Subsidiary (other than Excluded Subsidiaries) that guarantees the Obligations under the Senior Credit Agreement and will also be guaranteed in the future by each Domestic Subsidiary that is a Wholly Owned Subsidiary (other than Excluded Subsidiaries) that guarantees any Indebtedness of an Issuer or any Guarantor, subject to certain exceptions;

•  effectively senior to all existing and future unsecured Indebtedness of the Issuers to the extent of the value of the Collateral owned by the Issuers (after giving effect to any senior Lien on such Collateral), and effectively senior to all existing and future Obligations under the Senior Credit Agreement and other Lenders Debt to the extent of the value of the Notes Collateral owned by the Issuers;

•  effectively subordinated to (i) the Issuers’ existing and future Obligations under the Senior Credit Agreement and other Lenders Debt to the extent of the value of the ABL Collateral owned by the Issuers and (ii) any existing or future Indebtedness of the Issuers 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 Subsidiaries of AMLLC that are not Guarantors.

Guarantees

The Guarantors, as primary obligors and not merely as sureties, jointly and severally irrevocably and unconditionally guarantee, on a senior basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuers under the Indenture and the Notes, whether for payment of principal of, premium, if any, or interest on the Notes, expenses, indemnification or otherwise, on the terms set forth in the Indenture by executing the Indenture.

Each Domestic Subsidiary that is a Wholly Owned Subsidiary (other than Excluded Subsidiaries) that guarantees the Obligations under the Senior Credit Agreement or future Indebtedness of an Issuer or any Guarantor, subject to certain exceptions, guarantees the Notes.

Each Guarantee is:

•  a general senior obligation of each Guarantor;

•  pari passu in right of payment with all existing and future Senior Indebtedness of that Guarantor, including its guarantee of all Obligations under the Senior Credit Agreement and other Lenders Debt;

•  secured on a first-priority basis by the Notes Collateral 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 any Other Pari Passu Lien Obligations incurred after the Issue Date;

•  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 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 Senior Credit Agreement and other Lenders Debt of that Guarantor 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 Senior Credit Agreement and of other Lenders Debt 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

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•  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.

Not all of the Issuers’ Subsidiaries guarantee the Notes. In particular, none of our Foreign Subsidiaries guarantees the Notes, although our Canadian Subsidiaries that do not guarantee the Notes are borrowers and/or guarantors under the Canadian sub-facility of the Senior Credit Agreement. See “Risk Factors — Risks Related to the Exchange Offer, the Notes and Our Indebtedness — The notes are structurally subordinated to the obligations of our non-guarantor Subsidiaries. Your right to receive payments on the notes could be adversely affected if any of our non-guarantor subsidiaries declares bankruptcy, liquidates or reorganizes.”

In the future, certain of AMLLC’s Subsidiaries may not guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any of such non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Issuers or Guarantors.

The obligations of each Guarantor under its Guarantee will be limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance under applicable law. Any Guarantor that makes a payment under its Guarantee will be entitled upon payment in full of all guaranteed Obligations under the 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. If a Guarantee were rendered voidable, it could be subordinated by a court to all other Indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its Guarantee could be reduced to zero. See “Risk Factors — Risks Related to the Exchange Offer, the Notes and Our Indebtedness — The guarantees and the liens securing the guarantees may not be enforceable because of fraudulent conveyance laws; if so, you may be required to return payments received by you in respect of the guarantees and liens.”

Each Guarantee by a Guarantor provides by its terms that it shall be automatically and unconditionally released and discharged 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 the 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 the Indenture; or

(d) the Issuers exercising the legal defeasance option or covenant defeasance option as described under “Legal Defeasance and Covenant Defeasance” or the Issuers’ obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(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 the Indenture relating to such transaction have been complied with.

Ranking

The Indebtedness evidenced by the Notes and the Guarantees is Senior Indebtedness of the Issuers or the applicable Guarantor, as the case may be, ranks equal in right of payment with all existing and future Senior

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Indebtedness of the Issuers and the Guarantors, as the case may be, and is secured by the Collateral, which Collateral will be shared on an equal and ratable basis with any Other Pari Passu Lien Obligations incurred later. The Obligations under the Notes, the Indenture, the Guarantees and any Other Pari Passu Lien Obligations have a first-priority security interest with respect to the Notes Collateral and have a second-priority security interest with respect to the ABL Collateral. Obligations under the Senior Credit Agreement and any other Lenders Debt is also secured by the Collateral. The Obligations under the Senior Credit Agreement and any other Lenders Debt have a first priority security interest with respect to the ABL Collateral and have a second priority security interest with respect to the Notes Collateral. Such security interests are described under “— Security for the Notes.” The phrase “in right of payment” refers to the contractual ranking of a particular Obligation, regardless of whether an Obligation is secured.

As of January 1, 2011, AMLLC and its Subsidiaries had $788.0 million aggregate principal amount of Indebtedness outstanding (excluding unused commitments), comprising Indebtedness represented by the Notes and $58.0 million of Indebtedness outstanding under the Senior Credit Agreement. In addition, as of January 1, 2011, AMLLC and its Subsidiaries had $167.0 million of unused commitments under the Senior Credit Agreement, of which $104.9 million was available for additional borrowings as of such date.

A significant portion of the operations of AMLLC are conducted through its Subsidiaries. Unless the Subsidiary is a Guarantor, claims of creditors of such Subsidiaries, including trade creditors, and claims of preferred stockholders (if any) of such Subsidiaries generally have priority with respect to the assets and earnings of such Subsidiaries over the claims of creditors of AMLLC, including the holders of the Notes. The Notes, therefore, are structurally subordinated to holders of Indebtedness and other creditors (including trade creditors) and preferred stockholders (if any) of Subsidiaries of AMLLC that are not Guarantors. Although the Indenture limits the incurrence of Indebtedness by and the issuance of Disqualified Stock and preferred stock of certain of AMLLC’s Subsidiaries, such limitation is subject to a number of significant qualifications. See “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

Not all of our Subsidiaries guarantee the Notes. As of January 1, 2011, our non-guarantor Subsidiaries had approximately $0.0 million of total indebtedness and other claims and liabilities, including preferred stock, outstanding, all of which was structurally senior to the Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and other liabilities, including their trade creditors and holders of their preferred stock, if any, before they will be able to distribute any of their assets to us. The non-guarantor Subsidiaries generated on a historical basis approximately 22% and 48% of our net sales and operating profit excluding Merger costs, respectively, for the fiscal year ended January 1, 2011, and held approximately 28% and 9% of our total assets and total liabilities (excluding intercompany liabilities), respectively, as of January 1, 2011.

Although the Indenture contains limitations on the amount of Other Pari Passu Lien Obligations and additional Secured Indebtedness that the Issuers and the Restricted Subsidiaries may incur, under certain circumstances, the amount of such Other Pari Passu Lien Obligations and Secured Indebtedness could be substantial. See “— Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “— Certain Covenants — Liens.”

Paying Agent and Registrar for the Notes

The Issuers will maintain one or more paying agents for the Notes. The initial paying agent for the Notes is the Trustee.

The Issuers will also maintain a registrar. The initial registrar is the Trustee. The registrar maintains a register reflecting ownership of the Notes outstanding from time to time and makes payments on and facilitates transfer of Notes on behalf of the Issuers.

The Issuers may change the paying agents or the registrars without prior notice to the Holders. Either Issuer or any of AMLLC’s Subsidiaries may act as a paying agent or registrar.

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Transfer and Exchange

A Holder may transfer or exchange Notes in accordance with the Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Issuers are not required to transfer or exchange any 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. Also, the Issuers are not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

Principal, Maturity and Interest

The Issuers issued $730,000,000 in aggregate principal amount of Notes to the initial Holders on October 13, 2010 and will issue up to the same aggregate principal amount of Exchange Notes in this offering. The Notes will mature on November 1, 2017. Subject to compliance with the covenant described below under the caption “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” the Issuers may issue additional Notes from time to time after this offering under the Indenture (“Additional Notes”). The Notes offered by the Issuers and any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Notes” for all purposes of the Indenture and this “Description of Notes” include any Additional Notes that are actually issued.

Interest on the Notes will accrue at the rate of 9.125% per annum and will be payable semi-annually in arrears on May 1 and November 1, commencing on May 1, 2011, to the Holders of Notes of record on the immediately preceding April 15 and October 15. 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 and including the Issue Date. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Notes will be issued in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

Principal of, premium, if any, and interest on the Notes will be payable at the office or agency of the Issuers maintained for such purpose or, at the option of the Issuers, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more global notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency will be the office of the Trustee maintained for such purpose.

Security for the Notes

The Notes and the Guarantees have the benefit of the Collateral, which consists of (i) the Notes Collateral, as to which the holders of the Notes and holders of Other Pari Passu Lien Obligations have a first-priority security interest (subject to Permitted Liens) and the Bank Lenders and the other holders of Lenders Debt have a second-priority security interest, and (ii) the ABL Collateral, as to which the Bank Lenders and the other holders of Lenders Debt have a first-priority security interest and the Holders of the Notes and holders of certain Other Pari Passu Lien Obligations have a second-priority security interest (subject to Permitted Liens).

The Issuers and the Guarantors are able to incur additional Indebtedness in the future which could share in the Collateral. The amount of all such additional Indebtedness is limited by the covenants disclosed under “— Certain Covenants — Liens” and “— Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.” Under certain circumstances, the amount of such additional Secured Indebtedness could be significant. Not all assets of AMLLC and its Subsidiaries constitute Collateral, and the ABL Collateral does not constitute all collateral securing the Senior Credit Agreement and the other Lenders Debt. See “Risk Factors — Risks Related to the Exchange Offer, the Notes and Our Indebtedness — We may

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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.”

Notes Collateral

The Notes Collateral is pledged as collateral to the Notes Collateral Agent for the benefit of the Trustee, the Notes Collateral Agent and the Holders of the Notes, and the holders of Other Pari Passu Lien Obligations (if any). The Notes and Guarantees, together with Other Pari Passu Lien Obligations (if any), are secured by first-priority security interests in the Notes Collateral, subject to Permitted Liens. The Notes Collateral generally consists of the following assets of the Issuers and the Guarantors:

•  subject to the limitation described below under “— Limitations on Stock Collateral,” all of the Capital Stock owned by an Issuer or any Guarantor other than Excluded Capital Stock;

•  any fee owned real property owned by the Issuers and the Guarantors with a fair market value in excess of $5.0 million;

•  equipment;

•  U.S. patents, U.S. trademarks, U.S. copyrights and other U.S. intellectual property;

•  general intangibles, instruments, books and records and supporting obligations related to the foregoing and proceeds of the foregoing (other than accounts that are proceeds of the sale of inventory);

•  any promissory note in a principal amount in excess of $5.0 million; and

•  substantially all of the other present and future tangible and intangible assets of the Issuers and the Guarantors,

in each case other than (i) the ABL Collateral and (ii) Excluded Assets.

Initially, subject to Permitted Liens, only the Notes and Guarantees have the benefit of the first-priority security interest in the Notes Collateral. Except for Indebtedness secured by Permitted Liens, no other Indebtedness incurred by the Issuers may share in the first-priority security interest in the Notes Collateral other than Other Pari Passu Lien Obligations.

The Issuers and the Guarantors initially granted a second-priority lien on and security interest in the Notes Collateral for the benefit of the Bank Lenders and the other holders of Lenders Debt, which initially consisted of the loans outstanding under the Senior Credit Agreement made by the Bank Lenders, obligations with respect to letters of credit issued under the Senior Credit Agreement, certain hedging and cash management obligations incurred with the Bank Lenders or their affiliates and any other Obligations under the Senior Credit Agreement or constituting Lenders Debt. Any additional Indebtedness that is incurred by the Issuers in compliance with the terms of the Indenture may also be given a Lien on and security interest in the Notes Collateral that ranks equally or junior to the lien of the Notes in the Notes Collateral. See “— Certain Covenants — Liens.” Except as provided in the Intercreditor Agreement, holders of such junior liens are not able to take any enforcement action with respect to the Notes Collateral so long as any Notes are outstanding.

ABL Collateral

The Notes, the Guarantees and any Other Pari Passu Lien Obligations are also secured by a second-priority lien on and security interest in the ABL Collateral (subject to Permitted Liens). The ABL Collateral generally consists of the following assets of the Issuers and the Guarantors:

•  all accounts receivable (except to the extent constituting proceeds of equipment, real property or intellectual property);

•  all inventory;

•  all instruments, chattel paper and other contracts, in each case, evidencing, or substituted for, any accounts receivable;

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•  all guarantees, letters of credit, security and other credit enhancements in each case for the accounts receivable;

•  all documents of title for any inventory;

•  all commercial tort claims and general intangibles (other than intellectual property) to the extent relating to any of the accounts receivable or inventory;

•  all bank accounts or securities accounts into which any proceeds of accounts receivable or inventory are deposited (including all cash and other funds on deposit therein, except to the extent constituting identifiable proceeds of the Notes Collateral) but excluding Excluded Accounts;

•  all tax refunds;

•  all books and records relating to any of the foregoing; and

•  all substitutions, replacements, accessions, products or proceeds (including, without limitation, insurance proceeds) of any of the foregoing.

The ABL Collateral excludes any assets or Capital Stock owned by our Canadian Subsidiaries and the Capital Stock of our Foreign Subsidiaries organized in Canada that are owned by the Issuers and the Guarantors, even though certain of such assets and Capital Stock secure the Canadian sub-facility of the Senior Credit Agreement on a first priority basis.

From and after the Issue Date, the Issuers or any Guarantor may grant an additional Lien on any property or asset that constitutes ABL Collateral in order to secure any obligation permitted to be incurred pursuant to the Indenture. Any such additional Lien may be a first-priority Lien that is senior to the Lien securing the Notes or may be a second-priority Lien that will rank equal with the second priority Lien securing the Notes or a Lien that will rank junior to the second-priority Lien securing the Notes. See “— Certain Covenants — Liens.”

Limitations on Stock Collateral

The Capital Stock and other securities of a Subsidiary of AMLLC that are owned by AMLLC or any Guarantor 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 (other than the Issuers) 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, 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.

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, any Holder of Notes or

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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.

In accordance with the limitations set forth in the two immediately preceding paragraphs, the Notes Collateral includes shares of Capital Stock of Subsidiaries of AMLLC only to the extent that the applicable value of such Capital Stock (on a Subsidiary-by-Subsidiary basis) is less than 20% of the aggregate principal amount of the Notes and Other Pari Passu Lien Obligations outstanding. However, the portion of the Capital Stock of Subsidiaries constituting Notes Collateral may decrease or increase as described above.

The security interest in the Capital Stock of any of our Foreign Subsidiaries is required to be perfected only by the filing of UCC financing statements.

Limitation on Certain Perfection Items

The Issuers and their respective Subsidiaries are not required under the terms of the Indenture or the Security Documents to deliver landlord lien waivers, estoppels or collateral access letters and are not 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 $5.0 million or (ii) take any actions under laws outside the United States to grant, perfect or make enforceable any security interest.

Information Regarding Collateral

The Issuers will 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. The Issuers and the Guarantors agree to make all filings under the Uniform Commercial Code or otherwise that are required by applicable law 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 the Collateral.

Further Assurances and After Acquired Property

Subject to the applicable limitations set forth in the Security Documents and the 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 the Indenture (including with respect to Excluded Assets), if 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 an entity becomes a Guarantor, then such Issuer or Guarantor will, 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 the Indenture and the Security Documents. Notwithstanding the foregoing, until 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.

Security Documents and Certain Related Intercreditor Provisions

The Issuers, the Guarantors and the Notes Collateral Agent (on behalf of the Trustee, the Holders of the Notes and the holders of any Other Pari Passu Lien Obligations) entered into Security Documents creating and establishing the terms of the security interests that secure the Notes and the Guarantees and any Other Pari Passu Lien Obligations. These security interests secure the payment and performance when due of all of the

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obligations of the Issuers and the Guarantors under the Notes, the Indenture, the Guarantees and the Security Documents and any applicable Other Pari Passu Lien Obligations, as provided in the Security Documents. Wells Fargo Bank, National Association was appointed, pursuant to the Indenture, as the Notes Collateral Agent. The Trustee, the Notes Collateral Agent and each Holder of Notes and each other holder of, or obligee in respect of, any Obligations in respect of the Notes outstanding at such time are referred to collectively as the “Noteholder Secured Parties.”

Intercreditor Agreement

On the Issue Date, the Issuers, the Guarantors, the Notes Collateral Agent and the Bank Collateral Agent entered into the Intercreditor Agreement. Although the Holders of the Notes are not party to the Intercreditor Agreement, by their acceptance of the Notes they agree to be bound thereby. Pursuant to the terms of the Intercreditor Agreement, the Notes Collateral Agent determines the time and method by which the security interests in the Notes Collateral will be enforced and the Bank Collateral Agent determines the time and method by which the security interests in the ABL Collateral will be enforced.

The aggregate amount of the Indebtedness secured by the ABL Collateral may, subject to the limitations set forth in the Indenture, be increased. All or a portion of the Obligations secured by the ABL Collateral consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and such Indebtedness may, subject to the limitations set forth in the Indenture, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the subordination of the liens held by the holders or the provisions of the Intercreditor Agreement defining the relative rights of the parties thereto. The lien priorities provided for in the Intercreditor Agreement will not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Obligations secured by the ABL Collateral or the Obligations secured by the Notes Collateral, by the release of any Collateral or of any guarantees securing any secured Obligations or by any action that any representative or secured party may take or fail to take in respect of any Collateral.

No Action with Respect to the ABL Collateral

The Intercreditor Agreement provides that none of the Noteholder Secured Parties may commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, the ABL Collateral under any Security Document, applicable law or otherwise, at any time prior to the Discharge of ABL Obligations. Only the Bank Collateral Agent shall be entitled to take any such actions or exercise any such remedies prior to the Discharge of ABL Obligations. Notwithstanding the foregoing, the Notes Collateral Agent may, but shall have no obligation to, take all such actions (not adverse to the priority status of the Lien of the Bank Collateral Agent on the ABL Collateral, or the rights of the Bank Collateral Agent to exercise rights, powers and/or remedies in respect thereof) it determines to perfect or continue the perfection of the holders’ second-priority security interest in the ABL Collateral. The Bank Collateral Agent is subject to similar restrictions with respect to its ability to enforce the second-priority security interest in the Notes Collateral held by the Bank Lenders and other holders of Lenders Debt.

No Duties of Bank Collateral Agent

The Intercreditor Agreement provides that neither the Bank Collateral Agent nor any holder of any Lenders Debt secured by any ABL Collateral has any duties or other obligations to any Noteholder Secured Party with respect to the ABL Collateral, other than to serve as agent for perfection with respect to certain ABL Collateral and to transfer to the Notes Collateral Agent (i) any proceeds of any such ABL Collateral in which the Notes Collateral Agent continues to hold a security interest remaining following any sale, transfer or other disposition of such ABL Collateral (in each case, unless the holders’ Lien on all such ABL Collateral

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is terminated and released prior to or concurrently with such sale, transfer, disposition, payment or satisfaction), following the Discharge of ABL Obligations, or (ii) if the Bank Collateral Agent is in possession of all or any part of such ABL Collateral after the Discharge of ABL Obligations, such ABL Collateral or any part thereof remaining, in each case without representation or warranty on the part of the Bank Collateral Agent or any such holder of Lenders Debt. In addition, the Intercreditor Agreement provides that, until the Discharge of ABL Obligations, the Bank Collateral Agent will be entitled, for the benefit of the holders of the Lenders Debt, to sell, transfer or otherwise dispose of or deal with such ABL Collateral without regard to any second-priority security interest therein or any rights to which any Noteholder Secured Party would otherwise be entitled as a result of such second-priority security interest. Without limiting the foregoing, the Notes Collateral Agent agreed in the Intercreditor Agreement and each holder of the Notes agrees by its acceptance of the Notes, and each holder of any Other Pari Passu Lien Obligations will agree by its acceptance of such Other Pari Passu Lien Obligations, that neither the Bank Collateral Agent nor any holder of any Lenders Debt secured by any ABL Collateral has any duty or obligation first to marshal or realize upon the ABL Collateral, or to sell, dispose of or otherwise liquidate all or any portion of the ABL Collateral, in any manner that would maximize the return to the Noteholder Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Noteholder Secured Parties from such realization, sale, disposition or liquidation. The Intercreditor Agreement has similar provisions regarding the duties owed to the Bank Collateral Agent and the holders of any Lenders Debt by the Noteholder Secured Parties with respect to the Notes Collateral.

The Intercreditor Agreement additionally provides that the Notes Collateral Agent waives, and each Holder of the Notes waives by its acceptance of the Notes, and each holder of any Other Pari Passu Lien Obligations waives by its acceptance of such Other Pari Passu Lien Obligations, any claim that may be had against the Bank Collateral Agent or any holder of any Lenders Debt arising out of (i) any actions which the Bank Collateral Agent or such holder of Lenders Debt takes or omits 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 Lenders Debt from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Lenders Debt, (ii) any election by the Bank Collateral Agent or such holder of Lenders Debt, in any proceeding instituted under Title 11 of the United States Code of the application of Section 1111(b) of Title 11 of the United States Code or (iii) any borrowing of, or grant of a security interest or administrative expense priority under Section 364 of Title 11 of the United States Code to, an Issuer or any of their respective Subsidiaries as debtor-in-possession. The Bank Collateral Agent and holders of Lenders Debt agreed to waive similar claims with respect to the actions of any of the Noteholder Secured Parties.

No Interference; Payment Over; Reinstatement

The Notes Collateral Agent agrees in the Intercreditor Agreement and each Holder of the Notes agrees by its acceptance of the Notes, and each holder of any Other Pari Passu Lien Obligations will agree by its acceptance of such Other Pari Passu Lien Obligations, that:

•  it 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 Holders of the Notes or the holders of any Other Pari Passu Lien Obligations have on the ABL Collateral equal with, or to give the Notes Collateral Agent, the Holders of the Notes or the holders of any Other Pari Passu Lien Obligations any preference or priority relative to, any Lien that the holders of any Lenders Debt secured by any ABL Collateral have with respect to such ABL Collateral;

•  it will not challenge or question in any proceeding the validity or enforceability of any first-priority security interest in the ABL Collateral, the validity, attachment, perfection or priority of any lien held by the holders of any Lenders Debt secured by any ABL Collateral or the validity or enforceability of the priorities, rights or duties established by other provisions of the Intercreditor Agreement;

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•  it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the ABL Collateral by the Bank Collateral Agent or the holders of any Lenders Debt secured by such ABL Collateral;

•  it will have no right to (i) direct the Bank Collateral Agent or any holder of any Lenders Debt secured by any ABL Collateral to exercise any right, remedy or power with respect to such ABL Collateral or (ii) consent to the exercise by the Bank Collateral Agent or any holder of any Lenders Debt secured by the ABL Collateral of any right, remedy or power with respect to such ABL Collateral;

•  it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Bank Collateral Agent or any holder of any Lenders Debt secured by any ABL Collateral seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the Bank Collateral Agent nor any holders of any Lenders Debt secured by any ABL Collateral will be liable for, any action taken or omitted to be taken by the Bank Collateral Agent or such lenders with respect to such ABL Collateral;

•  it will not seek, and will waive any right, to have any ABL Collateral or any part thereof marshaled upon any foreclosure or other disposition of such ABL Collateral;

•  it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of the Intercreditor Agreement; and

•  it will not object to the forbearance by the Bank Collateral Agent from pursuing any right of enforcement with respect to the ABL Collateral.

The Bank Collateral Agent and the holders of Lenders Debt agreed to similar limitations with respect to their rights in the Notes Collateral and their ability to bring a suit against the Notes Collateral Agent, the Holders of the Notes or the holders of any Other Pari Passu Lien Obligations.

The Notes Collateral Agent agrees in the Intercreditor Agreement and each Holder of the Notes agrees by its acceptance of the Notes, and each holder of any Other Pari Passu Lien Obligations will agree by its acceptance of such Other Pari Passu Lien Obligations, that if it obtains possession of the ABL Collateral or realizes any proceeds or payment in respect of the ABL Collateral, pursuant to any Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or through any other exercise of remedies, at any time prior to the Discharge of ABL Obligations, then it will hold such ABL Collateral, proceeds or payment in trust for the Bank Collateral Agent and the holders of any Lenders Debt secured by such ABL Collateral and transfer such ABL Collateral, proceeds or payment, as the case may be, to the Bank Collateral Agent reasonably promptly after obtaining actual knowledge or notice from the Bank Collateral Agent that it has possession of such proceeds or payment prior to the receipt of such proceeds or payment. The Notes Collateral Agent and each Holder of the Notes, and each holder of any Other Pari Passu Lien Obligations, further agree that if, at any time, all or part of any payment with respect to any Lenders Debt secured by any ABL Collateral previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Bank Collateral Agent any payment received by it in respect of any such ABL Collateral and shall promptly turn any such ABL Collateral then held by it over to the Bank Collateral Agent, and the provisions set forth in the Intercreditor Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Lenders Debt. The Bank Collateral Agent and the holders of Lenders Debt are subject to similar limitations with respect to the Notes Collateral and any proceeds or payments in respect of any Notes Collateral. Any proceeds of Collateral received prior to an issuance of any notice that an event of default has occurred under the Senior Credit Agreement or the Indenture (unless a bankruptcy or insolvency event of default then exists), whether or not deposited under control agreements, which are used by the Issuers or any Guarantor to acquire other property which is Collateral shall not (solely as between the Bank Lenders and the holders of Lenders Debt and the Noteholder Secured Parties) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.

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Entry upon Premises by Bank Collateral Agent and Holders of Lenders Debt

The Intercreditor Agreement provides that if the Bank Collateral Agent takes any enforcement action with respect to the ABL Collateral, the Noteholder Secured Parties, among other things, (i) will cooperate with the Bank Collateral Agent in its efforts to enforce its security interest in the ABL Collateral and to finish any work-in-process and assemble the ABL Collateral, (ii) will not hinder or restrict in any respect the Bank Collateral Agent from enforcing its security interest in the ABL Collateral or from finishing any work-in-process or assembling the ABL Collateral and (iii) will, subject to the rights of any landlords under real estate leases, permit the Bank Collateral Agent, its employees, agents, advisers and representatives, at the sole cost and expense of the Bank Collateral Agent and the holders of Lenders Debt, to enter upon and use the Notes Collateral (including (x) equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and (y) intellectual property), for a period not to exceed 180 days after the taking of such enforcement action, for purposes of (A) assembling and storing the ABL Collateral and completing the processing of and turning into finished goods of any ABL Collateral consisting of work-in-process, (B) selling any or all of the ABL Collateral located on such Notes Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise, (C) removing any or all of the ABL Collateral located on such Notes Collateral or (D) taking reasonable actions to protect, secure and otherwise enforce the rights of the Bank Collateral Agent and the holders of Lenders Debt in and to the ABL Collateral; provided, however, that nothing contained in the Intercreditor Agreement restricts the rights of the Notes Collateral Agent from selling, assigning or otherwise transferring any Notes Collateral prior to the expiration of such 180-day period if the purchaser, assignee or transferee thereof agrees to be bound by the provisions of the Intercreditor Agreement. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Collateral 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. If the Bank Collateral Agent conducts a public auction or private sale of the ABL Collateral at any of the real property included within the Notes Collateral, the Bank 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.

During the period of actual occupation, use or control by the Bank Collateral Agent or the holders of Lenders Debt or their agents or representatives of any Notes Collateral, the Bank Collateral Agent and the holders of Lenders Debt will (i) be responsible for the ordinary course 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, and (ii) be obligated to repair at their expense any physical damage to such Notes Collateral or other assets or property resulting from such occupancy, use or control and to leave such Notes Collateral or other assets or property in substantially the same condition as it was at the commencement of such occupancy, use or control, ordinary wear and tear excepted. In the event, and only in the event, that in connection with its use of some or all of the premises constituting Notes Collateral, the Bank Collateral Agent requires the services of any employees of AMLLC or any of its Subsidiaries, the Bank Collateral Agent shall pay directly to any such employees the appropriate, allocated wages of such employees, if any, during the time periods that the Bank Collateral Agent requires their services. Notwithstanding the foregoing, in no event shall the Bank Collateral Agent or the holders of Lenders Debt have any liability to the Noteholder Secured Parties pursuant to the Intercreditor Agreement as a result of any condition (including any environmental condition, claim or liability) on or with respect to the Notes Collateral existing prior to the date of the exercise by the Bank Collateral Agent or the holders of Lenders Debt of their rights under the Intercreditor Agreement, and the Bank Collateral Agent and the holders of Lenders Debt will not have any duty or liability to maintain the Notes Collateral in a condition or manner better than that in which it was maintained prior to the use thereof by them or for any diminution in the value of the Notes Collateral that results solely from ordinary wear and tear resulting from the use of the Notes Collateral by such persons in the manner and for the time periods specified under the Intercreditor Agreement. Without limiting the rights granted in the Intercreditor Agreement, the Bank Collateral Agent and the holders of Lenders Debt will cooperate with the Noteholder Secured Parties in connection with any efforts made by the Noteholder Secured Parties to sell the Notes Collateral.

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Agreements with Respect to Bankruptcy or Insolvency Proceedings

If an Issuer or any of its Subsidiaries becomes subject to a case under the U.S. Bankruptcy Code and, as debtor(s)-in-possession, moves for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the U.S. Bankruptcy Code or the use of cash collateral with the consent of the DIP Lenders under Section 363 of the U.S. Bankruptcy Code, the Notes Collateral Agent agrees in the Intercreditor Agreement and each Holder agrees by its acceptance of the Notes, and each holder of any Other Pari Passu Lien Obligations will agree by its acceptance of such Other Pari Passu Lien Obligations, that it will raise no objection to any such financing or to the Liens on the ABL Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes ABL Collateral (and, to the extent that such DIP Financing Liens are senior to, or rank equal with, the Liens of such Lenders Debt in such ABL Collateral, the Notes Collateral Agent will, for themselves and on behalf of the holders of the Notes, subordinate the liens of the Noteholder Secured Parties in such ABL Collateral to the liens of the Lenders Debt in such ABL Collateral and the DIP Financing Liens), so long as the Noteholder Secured Parties retain liens on all the Notes Collateral, including proceeds thereof arising after the commencement of such proceeding, with the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy Code. The Bank Collateral Agent and the holders of Lenders Debt agreed to similar provisions with respect to any DIP Financing secured by Liens on the Notes Collateral.

The Trustee and the Notes Collateral Agent agree in the Intercreditor Agreement and each Holder of the Notes agrees by its acceptance of the Notes, and each holder of any Other Pari Passu Lien Obligations will agree by its acceptance of such Other Pari Passu Lien Obligations, that it will not object to or oppose a sale or other disposition of any ABL Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Bank Collateral Agent and the holders of Lenders Debt shall have consented to such sale or disposition of such ABL Collateral. The Bank Collateral Agent and the holders of Lenders Debt agree to similar limitations with respect to their right to object to a sale of Notes Collateral.

Adequate Protection

None of the Notes Collateral Agent, the Holders of the Notes or the holders of Other Pari Passu Lien Obligations, in any insolvency or liquidation proceeding, shall oppose (or support the opposition of any other Person to) (i) any motion or other request by the Bank Collateral Agent or the holders of Lenders Debt for adequate protection of the Bank Collateral Agent’s Liens upon the ABL Collateral, including any claim of the Bank Collateral Agent or the holders of Lenders Debt to post-petition interest or otherwise as a result of their Lien on the ABL Collateral (so long as any post-petition interest paid as a result thereof is not paid from the proceeds of Notes Collateral), request for the application of proceeds of ABL Collateral to the Lenders Debt and request for replacement or additional Liens on post-petition assets of the same type as the ABL Collateral or (ii) any objection by the Bank Collateral Agent or the holders of Lenders Debt to any motion, relief, action or proceeding based on the Bank Collateral Agent or the holders of Lenders Debt claiming a lack of adequate protection with respect to their Liens in the ABL Collateral. In addition, the Bank Collateral Agent, for itself and on behalf of holders of Lenders Debt, may seek adequate protection of its junior interest in the Notes Collateral, subject to the provisions of the Intercreditor 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 Collateral and (y) such adequate protection required by the Bank Collateral Agent is in the form of a replacement or additional Lien on post-petition assets of the same type as the Notes Collateral. Such Lien on post-petition assets of the same type as the Notes Collateral, if granted to the Bank Collateral Agent, will be subordinated to the adequate protection Liens granted in favor of the Notes Collateral Agent on such post-petition assets, and, if applicable, to the DIP Financing Liens of the Notes Collateral Agent or the Holders of the Notes or holders of Other Pari Passu Lien Obligations on such post-petition assets of the same type as the Notes Collateral. If the Bank Collateral Agent, for itself and on behalf of the holders of Lenders Debt, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the Notes Collateral in the form of a replacement or additional Lien on the post-petition assets of the same type as the Notes Collateral, then the Bank Collateral Agent, for itself and the holders of Lenders

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Debt, 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 Collateral and that the Bank 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 Bank Collateral Agent on the Notes Collateral are subordinated to the Liens of the Notes Collateral Agent on the Notes Collateral under the Intercreditor Agreement; in that regard, the Bank Collateral Agent, for itself and the holders of Lenders Debt, 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 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 Collateral that is superior to the additional or replacement Liens so granted to the Bank Collateral Agent. If the Bank Collateral Agent or any holder of Lenders Debt receives as adequate protection a Lien on post- petition assets of the same type as the ABL Collateral, then such post-petition assets shall also constitute ABL Collateral to the extent of any allowed claim of the Bank Collateral Agent and the holders of Lenders Debt secured by such adequate protection Lien and shall be subject to the Intercreditor Agreement.

Neither the Bank Collateral Agent nor any holder of Lenders Debt, in any insolvency or liquidation proceeding, shall oppose (or support the opposition of any other Person to) (i) any motion or other request by the Notes Collateral Agent, the Holders of the Notes or the holders of any Other Pari Passu Lien Obligations for adequate protection of the Notes Collateral Agent’s Liens upon any of the Notes Collateral, including any claim of the Notes Collateral Agent, the Holders of the Notes or the holders of Other Pari Passu Lien Obligations to post-petition interest or otherwise as a result of their Lien on the Notes Collateral (so long as any post-petition interest paid as a result thereof is paid solely from the proceeds of Notes Collateral), request for the application of proceeds of Notes Collateral to Obligations under the Notes or any Other Pari Passu Lien Obligations and request for replacement or additional Liens on post-petition assets of the same type as the Notes Collateral or (ii) any objection by the Notes Collateral Agent, the Holders of the Notes or the holders of Other Pari Passu Lien Obligations to any motion, relief, action or proceeding based on the Notes Collateral Agent, the holders of the Notes or the holders of Other Pari Passu Lien Obligations claiming a lack of adequate protection with respect to Notes Collateral Agent’s Liens in the Notes Collateral. In addition, the Notes Collateral Agent, for itself and on behalf of the Holders of the Notes and the holders of Other Pari Passu Lien Obligations, may seek adequate protection of its junior interest in the ABL Collateral, subject to the provisions of the Intercreditor Agreement; provided that (x) the Bank 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 ABL 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 ABL Collateral. Such Lien on post-petition assets of the same type as the ABL Collateral, if granted to the Notes Collateral Agent, will be subordinated to the adequate protection Liens granted in favor of the Bank Collateral Agent on such post-petition assets, and, if applicable, to the DIP Financing Liens of the Bank Collateral Agent or any other holder of Lenders Debt on such post-petition assets of the same type as the ABL Collateral. If the Notes Collateral Agent, for itself and on behalf of the holder of Lenders Debt, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the ABL Collateral in the form of a replacement or additional Lien on the post-petition assets of the same type as the ABL Collateral, then the Notes Collateral Agent, for itself, the holders of the Notes and the holders of Other Pari Passu Lien Obligations, agrees that the Bank 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 ABL Collateral and that the Notes Collateral Agent’s replacement or additional Lien shall be subordinated to the replacement or additional Lien of the Bank Collateral Agent on the same basis as the Liens of the Notes Collateral Agent on the ABL Collateral are subordinated to the Liens of the Bank Collateral Agent on the ABL Collateral under the Intercreditor Agreement; in that regard, the Notes Collateral Agent, for itself, the Holders of the Notes and the holders of Other Pari Passu Lien Obligations, further agrees that it will not accept any such replacement or additional Liens on such post-petition assets of the same type as the ABL Collateral unless the Bank Collateral Agent shall also have received a replacement or additional Lien thereon as adequate protection of its senior interest in the ABL Collateral that is superior to the additional or replacement Liens so granted to the Notes Collateral Agent. If the Notes Collateral Agent, any Holder of the Notes or any holder of Other Pari Passu Lien Obligations

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receives as adequate protection a Lien on post-petition assets of the same type as the Notes Collateral, then such post-petition assets shall also constitute Notes Collateral to the extent of any allowed claim of the Notes Collateral Agent, the Holders of the Notes and the holders of Other Pari Passu Lien Obligations secured by such adequate protection Lien and shall be subject to the Intercreditor Agreement.

Insurance

Unless and until written notice by the Bank Collateral Agent to the Notes Collateral Agent that the Discharge of ABL Obligations has occurred, as between the Bank Collateral Agent, on the one hand, and the Notes Collateral Agent, as the case may be, on the other hand, only the Bank Collateral Agent will have the right (subject to the rights of the Grantors under the security documents related to the Senior Credit Agreement, the Indenture, the Security Documents and the documents related to the Other Pari Passu Lien Obligations) to adjust or settle any insurance policy or claim covering or constituting ABL Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the ABL Collateral. Unless and until written notice by the Notes Collateral Agent to the Bank Collateral Agent that the obligations under the Indenture and the Notes have been paid in full, as between the Bank Collateral Agent, on the one hand, and the Notes Collateral Agent, as the case may be, on the other hand, only the Notes Collateral Agent will have the right (subject to the rights of the Grantors under the security documents related to the Senior Credit Agreement, the Indenture, the Security Documents and the documents related to the Other Pari Passu Lien Obligations) to adjust or settle any insurance policy covering or constituting Notes Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding solely affecting the Notes Collateral. To the extent that an insured loss covers or constitutes both ABL Collateral and Notes Collateral, then the Bank Collateral Agent and the Notes Collateral Agent will work jointly and in good faith to collect, adjust or settle (subject to the rights of the Grantors under the security documents related to the Credit Agreement, the Indenture, the Security Documents and the documents related to the Other Pari Passu Lien Obligations) under the relevant insurance policy. If the Notes Collateral Agent receives any proceeds of any insurance policy in contravention of the Intercreditor Agreement, it shall hold such proceeds in trust and pay over such proceeds to the Bank Collateral Agent. The Bank Collateral Agent agreed to similar turnover provisions.

Refinancings of the Senior Credit Agreement and the Notes

The Obligations under the Senior Credit Agreement and other Lenders Debt and the Obligations under the Indenture and the Notes and the Guarantees, and the obligations under any Other Pari Passu Lien Obligations, may be exchanged, replaced, refunded, refinanced, extended, renewed, restated, amended, supplemented or modified, in whole or in part, in each case, without notice to, or the consent of the Bank Collateral Agent or any holder of Lenders Debt or any Noteholder Secured Party, all without affecting the Lien priorities provided for in the Intercreditor Agreement; provided, however, that the holders or lenders of any such exchanged, replaced, refunded, refinanced, extended, renewed, restated, amended, supplemented or modified indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing to the terms of the Intercreditor Agreement pursuant to such documents or agreements (including amendments or supplements to the Intercreditor Agreement) as the Bank Collateral Agent or the Notes Collateral Agent, as the case may be, shall reasonably request.

In connection with any exchange, refunding, extension, renewal, restatement, amendment, supplement or modification contemplated by the foregoing paragraph, the Intercreditor Agreement may be amended at the request and sole expense of the Issuers, 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 exchange, refunding, extension, renewal, restatement, amendment, supplement or modification indebtedness, (ii) to establish that Liens on any Notes Collateral securing such refinancing or replacement Indebtedness shall have the same priority as the Liens on any Notes Collateral securing the Indebtedness being refinanced or replaced and (iii) to establish that the Liens on any ABL Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any ABL Collateral securing the Indebtedness being

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refinanced or replaced, all on the terms provided for herein immediately prior to such refinancing or replacement.

Use of Proceeds of ABL Collateral

After the Discharge of ABL Obligations, the Trustee and Notes Collateral Agent, in accordance with the terms of the Intercreditor Agreement, the Indenture and the Security Documents, and any Other Pari Passu Lien Obligations, will distribute all cash proceeds (after payment of the costs of enforcement and collateral administration, including any amounts owed to the Trustee in its capacity as Trustee or Notes Collateral Agent) of the ABL Collateral received by it under the Security Documents for the ratable benefit of the Holders of the Notes and holders of any remaining Other Pari Passu Lien Obligations.

Subject to the terms of the Security Documents, the Issuers and the Guarantors have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, the Guarantees and any Other Pari Passu Lien Obligations (other than any cash, securities, obligations and Cash Equivalents constituting part of the Collateral and deposited with the Notes Collateral Agent or the Bank Collateral Agent in accordance with the provisions of the Security Documents and the documents related to the other Pari Passu Lien Obligations and other than set forth in such documents), to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

See “Risk Factors — Risks Related to the Exchange Offer, the Notes and Our Indebtedness — Rights of holders of the notes in the collateral may be adversely affected by bankruptcy proceedings.”

Application of Proceeds

In the event that ABL Collateral and Notes Collateral are disposed of in a single transaction or series of related transactions in which the aggregate sales price is not allocated between ABL Collateral and Notes Collateral being sold (including in connection with or as a result of the sale of the Capital Stock of a Guarantor), then solely for purposes of the Intercreditor Agreement, the portion of the aggregate sales price determined to be proceeds of the ABL Collateral on the one hand, and Notes Collateral on the other hand, shall be allocated based upon (i) in the case of any ABL Collateral consisting of inventory, at book value as assessed on the date of such disposition, (ii) any ABL Collateral consisting of accounts receivable, at book value as assessed on the date of such disposition and (iii) all other ABL Collateral and Notes Collateral, at fair market value of such ABL Collateral and Notes Collateral sold, as determined by AMLLC in its reasonable judgment or, if the aggregate amount of such other ABL Collateral and Notes Collateral sold is greater than $20.0 million, an independent appraiser.

Release of Collateral

The Issuers and the Guarantors are entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes under any one or more of the following circumstances:

•  to enable the disposition of such property or assets, including Capital Stock, (other than to an Issuer or a Guarantor) to the extent not prohibited under the Indenture;

•  in the case of a Guarantor that is released from its Guarantee, the release of the property and assets of such Guarantor;

•  to the extent any lease is Collateral, upon termination of such lease;

•  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 the Indenture; or

•  as described under “— Amendment, Supplement and Waiver” below.

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

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and be continuing under the Indenture), other than 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 the 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 the Indenture cease to exist.

The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations under the Indenture, the Guarantees under the Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid or (ii) a legal defeasance or covenant defeasance under the Indenture as described below under “— Legal Defeasance and Covenant Defeasance” or a discharge of the Indenture as described under “— Satisfaction and Discharge.”

Mandatory Redemption; Offers to Purchase; Open Market Purchases

The Issuers are not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Issuers may be required to offer to purchase Notes as described under the caption “Repurchase at the Option of Holders.” We may at any time and from time to time purchase Notes in the open market or otherwise.

Optional Redemption

Except as set forth below, the Issuers are not entitled to redeem the Notes at their option prior to November 1, 2013.

At any time prior to November 1, 2013, the Issuers may redeem all or a part of the Notes, upon notice as described under the heading “Repurchase at the Option of Holders — Selection and Notice,” at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, 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.

On and after November 1, 2013, the Issuers may redeem the Notes, in whole or in part, upon notice as described under the heading “Repurchase at the Option of Holders — Selection and Notice,” 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	%

In addition, until November 1, 2013, the Issuers may, at their option, upon notice as described under the heading “Repurchase at the Option of Holders — Selection and Notice,” 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

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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.

In addition, 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 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.

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.

The Trustee shall select the Notes to be redeemed in the manner described under “Repurchase at the Option of Holders — Selection and Notice.”

Repurchase at the Option of Holders

Change of Control

The Notes provide that if a Change of Control occurs, unless, prior to the time the Issuers are required to make a Change of Control Offer (as defined below), the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under “Optional Redemption” or “Satisfaction and Discharge,” the Issuers will 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 will 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 the covenant entitled “Change of Control” 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 will 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

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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;

(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, that the Change of Control Offer is conditional on the occurrence of such Change of Control; and

(9) the other instructions, as determined by us, consistent with the covenant described hereunder, that a Holder must follow.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws 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 the Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in the Indenture by virtue thereof.

On the Change of Control Payment Date, the Issuers will, 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.

The Senior Credit Agreement provides, and future credit agreements or other agreements relating to Indebtedness to which the Issuers become a party may provide, that certain change of control events with respect to the Issuers would constitute a default thereunder (including a Change of Control under the Indenture). If we experience a change of control that triggers a default under our Senior Credit Agreement and/or such other agreement, we could seek a waiver of such default or seek to refinance our Senior Credit Agreement and/or such other agreement. In the event we do not obtain such a waiver or refinance the Senior Credit Agreement and/or such other agreement, such default could result in amounts outstanding under our Senior Credit Agreement and/or such other agreement being declared due and payable.

Our ability to pay cash to the Holders of Notes following the occurrence of a Change of Control may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases. See “Risk Factors — Risks Related to the Exchange Offer, the Notes and Our Indebtedness — We may not be able to repurchase the notes upon a change of control.”

The Change of Control purchase feature of the Notes may in certain circumstances make it more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Initial Purchasers and us. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “Certain Covenants — Liens.”

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Such restrictions in the Indenture can be waived only with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford Holders of the Notes protection in the event of a highly leveraged transaction.

We will 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 the Indenture applicable to a Change of Control Offer made by us 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.

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 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.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of AMLLC to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of AMLLC. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of Notes may require the Issuers to make an offer to repurchase the Notes as described above.

The provisions under the Indenture relating to the Issuers’ obligation to make an offer to repurchase the Notes as a result of a Change of Control, including the definition of Change of Control, may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

Asset Sales

(a) The Indenture provides that 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.

Within 365 days after the receipt of any Net Proceeds of any Asset Sale covered by this clause (a), such Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(i) 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 and subject to the conditions contained in the Indenture (each, an “Asset Sale Offer”); provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Issuers or such Restricted Subsidiary shall permanently retire

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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;

(ii) 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

(iii) 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 (ii) 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 will 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.

Any Net Proceeds from the Asset Sales covered by this clause (a) that are not invested or applied as provided and within the time period set forth in the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, 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 the Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $20.0 million by mailing the notice required pursuant to the terms of the 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.

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, 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 (a) as provided in, and within the

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time periods required by, this paragraph (a), 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.

(b) The Indenture provides that the Issuers will not, and will 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

(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 (b), 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.

Any Net Proceeds from an Asset Sale covered by this clause (b) that are not invested or applied as provided and within the time period set forth in the preceding paragraph will be deemed to constitute “Excess ABL Proceeds.” When the aggregate amount of Excess ABL Proceeds exceeds $20.0 million, 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 the Indenture. The Issuers will commence an ABL Asset Sale Offer with respect to Excess ABL Proceeds within ten Business Days after the date that Excess ABL Proceeds exceed $20.0 million by mailing the notice required by the 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.

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 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 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.

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(c) Pending the final application of any Net Proceeds pursuant to this covenant, 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 the Indenture.

(d) For the purposes of this covenant, 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 (a) above, but rather will be subject to paragraph (b) above.

(e) For purposes of this covenant, 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) $50.0 million 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.

The Issuers will 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 the Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

Selection and Notice

If the Issuers are redeeming or repurchasing less than all of the Notes issued by them at any time, the Trustee will select the Notes to be redeemed or repurchased (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 to the extent practicable or (iii) by lot or such other similar

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method in accordance with the procedures of DTC. No Notes of $2,000 or less can be redeemed or repurchased in part.

Notices of purchase or redemption shall be delivered electronically or mailed by first-class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of Notes at such Holder’s registered address or otherwise in accordance with the procedures of DTC, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

The Issuers will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption, unless such redemption is conditioned on the happening of a future event. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Certain Covenants

Set forth below are summaries of certain covenants contained in the Indenture. If on any date following the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under the Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Issuers and the Restricted Subsidiaries will not be subject to the following covenants (collectively, the “Suspended Covenants”):

(1) “Repurchase at the Option of Holders — Asset Sales;”

(2) “— Limitation on Restricted Payments;”

(3) “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(4) clause (4) of the first paragraph of “— Merger, Consolidation or Sale of All or Substantially All Assets;”

(5) “— Transactions with Affiliates;” and

(6) “— Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.”

In the event that the Issuers and the Restricted Subsidiaries are not subject to the Suspended Covenants under the Indenture for any period of time as a result of the foregoing and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (a) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating or (b) 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 rating assigned to the Notes below an Investment Grade Rating, then the Issuers and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events.

The period of time between the Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds and Excess ABL Proceeds, in each case from Net Proceeds shall be reset at zero. 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 the Indenture with respect to the Notes; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made will be calculated as though the covenant described

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under the caption “— Limitation on Restricted Payments” had been in effect prior to, but not during, the Suspension Period and (2) 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 the second paragraph of “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.” No Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period.

There can be no assurance that the Notes will ever achieve or maintain Investment Grade Ratings.

Limitation on Restricted Payments

The Issuers will not, and will 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

(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 the second paragraph of the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(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 the second paragraph of this covenant; 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; and

(2) immediately after giving effect to such transaction on a pro forma basis, the Issuers could incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the 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 (as defined below) pursuant to clause (b) thereof only), (6)(c), (9) and (14) of the next succeeding paragraph,

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but excluding all other Restricted Payments permitted by the next succeeding paragraph), 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

(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 the second paragraph of “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) from the issue or sale of:

(i)(A) Equity Interests of AMLLC, including Treasury Capital Stock (as defined below), 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 the next succeeding paragraph; 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 the next succeeding paragraph); 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 (as defined below), (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 the second paragraph of “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” (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

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Investments made by the Issuers or the Restricted Subsidiaries, in each case, after the Issue Date; or

(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 $50.0 million, 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.

The foregoing provisions will 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 the 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 paragraph, 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 “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” 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;

(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;

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(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) a 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 $15.0 million (with unused amounts in any calendar year being carried over to the succeeding calendar year subject to a maximum (without giving effect to the following proviso) of $30.0 million 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 the preceding paragraph; 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 covenant or any other provision of the Indenture;

(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 the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” 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

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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 paragraph;

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 $55.0 million at the time made;

(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 the covenant described under “— Transactions with Affiliates;”

(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 the captions “Repurchase at the Option of Holders — Change of Control” and “Repurchase at the Option of Holders — Asset Sales;” 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

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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;

(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;

(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 the 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), no Default shall have occurred and be continuing or would occur as a consequence thereof.

As of the Issue Date, all of AMLLC’s Subsidiaries were Restricted Subsidiaries (other than the Co-Issuer). The Issuers will 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 will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this covenant or under clause (10) or (11) of the second paragraph of this covenant, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries are not subject to any of the restrictive covenants set forth in the Indenture.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

The Issuers 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 (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuers will not issue any shares of Disqualified Stock and will 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

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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 $25.0 million 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 paragraph and clause (14) below at such time.

The foregoing limitations will 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) $300.0 million 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;

(2) the incurrence by an Issuers 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));

(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 $35.0 million 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

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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;

(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;

(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;

(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 “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” 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 the first paragraph of “— Limitation on Restricted Payments” 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 the second paragraph of “— Limitation on Restricted Payments” 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

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one time outstanding exceed $100.0 million (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 the first paragraph of this covenant 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 the first paragraph of this covenant without reliance on this clause (12)(b));

(13) the incurrence by an Issuer or any Restricted Subsidiary of Indebtedness or the issuance by an Issuer or any Restricted Subsidiary of, 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 the first paragraph of this covenant and clauses (2), (3), (4) and (12)(a) above, this clause (13) and clauses (14) and (23) below 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;

(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 the 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 the first paragraph of this covenant, 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;

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provided, however, that on a pro forma basis, together with amounts incurred and outstanding pursuant to the second proviso to the first paragraph of this covenant, no more than $25.0 million 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 the 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 the 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), $25.0 million (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 the first paragraph of this covenant from and after the first date on which the Issuers or such Restricted Subsidiary could have incurred such Indebtedness under the first paragraph of this covenant 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 the second paragraph under the caption “— Limitation on Restricted Payments;” and

(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 $25.0 million 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 the first paragraph of this covenant from and after the first date on which such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (23)); and

(24) Indebtedness consisting of the Redemption Bridge Loans.

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For purposes of determining compliance with this covenant:

(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 the preceding paragraph or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuers, in their sole discretion, will classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses or paragraph; provided that all Indebtedness outstanding under the Senior Credit Agreement on the Issue Date will be treated as incurred on the Issue Date under clause (1) of the preceding paragraph; and

(2) at the time of incurrence, the Issuers will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs above.

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 will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant.

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.

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.

The Indenture provides that the Issuers will not, and will 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.

The Indenture will not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Indebtedness as subordinated or junior to any other Indebtedness merely because it has a junior priority with respect to the same collateral.

For the avoidance of doubt, the amount of Indebtedness, Disqualified Stock and Preferred Stock incurred by Restricted Subsidiaries that are not Guarantors pursuant to the second proviso to the first paragraph of this covenant and clause (14) of the second paragraph, shall not exceed $25.0 million in the aggregate at any one time outstanding.

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Liens

The Issuers will not, and will 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 Notes 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 the preceding paragraph 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.

Merger, Consolidation or Sale of All or Substantially All Assets

No Issuer may 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 the 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 the first paragraph of the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” 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 the third succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the 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 the 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

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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 the 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

(8) the Collateral owned by or transferred to the Successor Company shall: (a) continue to constitute Collateral under the 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.

The Successor Company will succeed to, and be substituted for the Issuers, as the case may be, under the Indenture, the Guarantees and the Notes, as applicable. Notwithstanding the foregoing clauses (3) and (4),

(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.

Notwithstanding the foregoing two paragraphs, the Merger were permitted under the Indenture with the only requirement under this covenant being that, after consummation of the Merger, AMLLC expressly assume all the obligations of Carey Acquisition Corp. under the Indenture, the Security Documents and the Notes.

Subject to certain limitations described in the Indenture governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, no Guarantor will, and the Issuers will not permit any a Guarantor to, consolidate or merge with or into or wind up into (whether or not AMLLC 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 the 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 the Indenture;

(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 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 the 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 the Indenture and the Security Documents, (ii) be subject to the Lien in

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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 the covenant described under “Repurchase at the Option of Holders — Asset Sales.”

Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, such Guarantor under the 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 the Issuers 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.

Transactions with Affiliates

The Issuers will not, and will 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 $10.0 million, 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 $20.0 million, a resolution adopted by the majority of the Board of the Issuers approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above.

The foregoing provisions will 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 the provisions of the Indenture described above under the covenant “— Limitation on Restricted Payments” 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;

(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);

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(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 distributed in connection with the private offering of the outstanding notes;

(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 the 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;

(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 owns any Equity Interest in, or controls, such Person;

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(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.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Issuers will not, and will 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, except (in each case) for such encumbrances or restrictions existing under or by reason of:

(a) 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;

(b) the Indenture, the Notes and the Guarantees;

(c) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature discussed in clause (3) above on the property so acquired;

(d) applicable law or any applicable rule, regulation or order;

(e) 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;

(f) 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;

(g) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “— Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness;

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(h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(i) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(j) customary provisions in joint venture agreements or arrangements and other similar agreements relating solely to such joint venture;

(k) 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;

(l) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which 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;

(m) 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;

(n) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” provided that, in the judgment of AMLLC, such incurrence will not materially impair the Issuers’ ability to make payments under the Notes when due;

(o) 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

(p) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (o) above; 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.

Additional Note Guarantees

AMLLC will 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 the Indenture providing for a

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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 covenant 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 will be required to become a Guarantor at any time.

Reports and Other Information

Whether or not required by the rules and regulations of the SEC, the Indenture requires AMLLC to file the following information with the SEC from and after the Issue Date and as long as any Notes are outstanding:

(1) 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;

(2) 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

(3) 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, the Indenture requires AMLLC to 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.

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 described under “The Exchange Offer — Purpose and Effect of the Exchange Offer” (the “shelf registration statement”) or if the SEC does not permit such filing, in which event AMLLC will 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 agrees that, for so long as any Notes are outstanding, it will 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.

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 covenant 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.

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The requirements of the first two paragraphs of this covenant shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the shelf registration statement by (i) filing with the SEC the exchange offer registration statement or 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 (1) of the first paragraph of this covenant, 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 (1), (b) with respect to clause (2) of the first paragraph of this covenant, 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 (2) and (c) with respect to clause (3) of the first paragraph of this covenant, 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, (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” will be required under the Indenture 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, 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 covenant.

Restrictions on Activities of the Co-Issuer

The Indenture provides that the Co-Issuer may 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 the Indenture and (ii) guarantee any Obligations under the Senior Credit Agreement or any other Lenders Debt.

Events of Default and Remedies

The Indenture provides that each of the following is an Event of Default:

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(2) default for 30 days or more in the payment when due of interest on or with respect to the Notes;

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(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 the Indenture or the Notes; provided that in the case of a failure to comply with the Indenture provisions described under “Reports and Other Information,” 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 the Indenture;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by 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:

(a) 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

(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $25.0 million 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 under “— Reports and Other Information”) would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $25.0 million (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) certain events of bankruptcy or insolvency with respect to the Issuers 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 under “— Reports and Other Information”) would constitute a Significant Subsidiary);

(7) 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 under “— Reports and Other Information”) 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 the Indenture or the release of any such Guarantee in accordance with the Indenture; or

(8) with respect to any Collateral, individually or in the aggregate, having a fair market value in excess of $50.0 million, any of the Security Documents ceases to be in full force and effect, or any of the Security Documents ceases to give the holders of the Notes 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 the Indenture or the terms of the Senior Credit

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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 the covenant described under “— Security for the Notes”), 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 (8) 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 (8) 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 the Indenture.

If any Event of Default (other than of a type specified in clause (6) above) occurs and is continuing under the 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 will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section, all outstanding Notes will become due and payable without further action or notice. The Indenture provides that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it in good faith determines that withholding notice is in their interest.

The Indenture provides that 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 any acceleration and its consequences with respect to the Notes, provided such rescission would not conflict with any judgment of a court of competent jurisdiction. In the event of any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; 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.

Subject to the provisions of the Indenture relating to the duties of the Trustee thereunder, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the 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. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Note may pursue any remedy with respect to the 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

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(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.

Subject to certain restrictions, under the Indenture, the Holders of a majority in principal amount of the total outstanding Notes are given the right to 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 the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

The Indenture provides that the Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required, within five Business Days, upon becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator 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 or the 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. Such waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

The obligations of the Issuers and the Guarantors under the Indenture will terminate (other than certain obligations) and will be released upon payment in full of all of the Notes. The Issuers may, at their option and at any time, elect to have all of its obligations discharged with respect to the Notes and have each Guarantor’s obligation discharged with respect to its Guarantee (“Legal Defeasance”) released and cure all then existing Events of Default except for:

(1) 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 the Indenture;

(2) 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;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Issuers may, at their option and at any time, elect to have their obligations and those of each Guarantor released with respect to substantially all of the restrictive covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuers) described under “Events of Default and Remedies” will no longer constitute an Event of Default with respect to the 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

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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;

(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 the 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 the Issuers 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.

Satisfaction and Discharge

The Indenture will be discharged and will 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, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the

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Issuers and the Issuers or any Guarantor have 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;

(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 the 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 the 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 it under the 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.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture, any Guarantee, the Security Documents, the Intercreditor Agreement and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or compliance with any provision of the Indenture, the Security Documents, the Intercreditor Agreement or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by an Issuer or their Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes).

The Indenture provides that, without the consent of each affected Holder of Notes, an amendment or waiver 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;

(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 the covenants described above under the caption “Repurchase at the Option of Holders”);

(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 the 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;

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(6) make any change in the provisions of the 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 the 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 the 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 the 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, any Intercreditor Agreement or the provisions in the 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 the Indenture, Security Documents and the Intercreditor Agreement.

In addition, the Intercreditor Agreement provides that, subject to certain exceptions, any amendment, waiver or consent to any of the collateral documents securing the Obligations under the Senior Credit Agreement and other Lenders Debt, to the extent applicable to the ABL Collateral, will also apply automatically to the comparable Security Documents with respect to the holders’ interest in the ABL Collateral. The Intercreditor Agreement has a similar provision regarding the effect of any amendment, waiver or consent to any of the Security Documents, to the extent applicable to the Notes Collateral, on the corresponding collateral documents with respect to any Obligations under the Senior Credit Agreement and other Lenders Debt.

Notwithstanding the foregoing, the Issuers, any Guarantor (with respect to a Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement the 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 the covenant relating to mergers, consolidations and sales of assets;

(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 the 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 the Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

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(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 the Indenture;

(11) to conform the text of the Indenture, the Security Documents, the Intercreditor Agreement, Guarantees or the Notes to any provision of this “Description of Notes” to the extent that such provision in this “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Security Documents, the Intercreditor Agreement, Guarantee or Notes;

(12) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with the 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;

(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 the Indenture, the Security Documents and the Intercreditor Agreement when permitted or required by the 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, the 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 the 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 the 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 the 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 the 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 the 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 Officers’ 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 the Indenture and the Security Documents.

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The Security Documents provide that, as between collateral agents in whose favor equal priority Liens have been granted on the applicable Collateral for the benefit of holders of different series of Indebtedness (e.g., the Notes Collateral Agent and the collateral agent for any Other Pari Passu Lien Obligations as to their respective first priority Liens on the Notes Collateral), the “Applicable Authorized Representative” will have the right to direct foreclosures and take other actions with respect to the applicable Collateral, and the other collateral agent shall have no right to take actions with respect to such Collateral. The Applicable Authorized Representative shall be the collateral agent representing the series of Indebtedness with the greatest outstanding aggregate principal amount (or accreted value).

The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Notices

Notices given by publication will be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing.

Concerning the Trustee

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of an Issuer, to obtain payment of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign as Trustee.

The Indenture provides that the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee is required, in the exercise of its power, to use the degree of care of a prudent person under the circumstances in the conduct of his own affairs. Subject to such provisions, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of the Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

The Indenture, the Notes and any Guarantee are governed by and construed in accordance with the laws of the State of New York.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. For purposes of the Indenture, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person on a consolidated basis in accordance with GAAP, but excluding from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

“ABL Collateral” means the portion of the Collateral as to which the Notes and the Guarantees have a second-priority security interest, subject to Permitted Liens, as described under “— Security for the Notes — ABL Collateral.”

“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.

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“Acquisition” means the transactions contemplated by the Transaction Agreement.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“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.

“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 the table appearing above under the caption “Optional Redemption”), 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.

“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 the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”), 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;

(b) the disposition of all or substantially all of the assets of AMLLC in a manner permitted pursuant to the provisions described above under “Certain Covenants — Merger, Consolidation or Sale of All or Substantially All Assets” or any disposition that constitutes a Change of Control pursuant to the Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant described above under “Certain Covenants — Limitation on Restricted Payments;”

(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 $10.0 million;

(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;

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(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 the 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 the 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;

(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.

“Asset Sale Offer” has the meaning set forth in the fourth paragraph under “Repurchase at the Option of Holders-Asset Sales.”

“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

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(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.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person;

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 $500.0 million in the case of U.S. banks and $100.0 million (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;

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(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 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.

“Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto.

“Collateral” means all the assets and properties subject to the Liens created by the Security Documents.

“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

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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,

(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 the first paragraph of “Certain Covenants — Limitation on Restricted Payments,” 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

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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,

(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 the covenant described under “Certain Covenants — Limitation on Restricted Payments” only (other than clause (3)(d) thereof of the first paragraph), 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 such covenant pursuant to clause (3)(d) thereof.

“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

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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.

“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 the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the 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.

“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 “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“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.

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“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 the first paragraph of the “Certain Covenants — Limitation on Restricted Payments” covenant.

“Discharge of ABL Obligations” means the date on which the Lenders Debt has been paid in full, in cash, all commitments to extend credit thereunder shall have been terminated (in each case other than contingent indemnification obligations not then due and payable); provided that the Discharge of ABL Obligations shall not be deemed to have occurred in connection with an exchange, replacement, refunding, refinancing, extension, renewal, restatement, amendment, supplement or modification of such Lenders Debt with Indebtedness secured by such ABL Collateral on a first-priority basis under an agreement that has been designated in writing by the Bank Collateral Agent under the Senior Credit Agreement so refinancing the Senior Credit Agreement and the Notes Collateral Agent in accordance with the terms of 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.

“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

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(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 the 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 “Certain Covenants — Transactions with Affiliates;” plus

(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 distributed in connection with the private offering of the outstanding notes 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

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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 the first paragraph under “Certain Covenants — Limitation on Restricted Payments;” 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 the 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.

“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.

“Event of Default” has the meaning set forth under “Events of Default and Remedies.”

“Excess Proceeds” has the meaning set forth in the fourth paragraph under “Repurchase at the Option of Holders-Asset Sales.”

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“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 $5.0 million;

(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;

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(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 permitted under the 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;” and

(7) any vehicles and any other assets subject to certificate of title;

(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 Collateral described under “Limitations on Stock Collateral” and any assets or Capital Stock owned by our Canadian Subsidiaries and the Capital Stock of our 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.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by AMLLC from:

(1) contributions to its common equity capital, and

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(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 the first paragraph under “Certain Covenants — Limitation on Restricted Payments.”

“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.

“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,

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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.

“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

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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 the Indenture); provided that any such election, once made, shall be irrevocable; provided, further, any calculation or determination in the Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Issuer’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Issuers shall give notice of any such election made in accordance with this definition to the Trustee and the holders of Notes.

“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

(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 the Indenture and the Notes.

“Guarantor” means each Subsidiary of AMLLC that executes the 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 the 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.

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“Immaterial Subsidiary” shall mean, 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.

“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.

“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.

“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 from time to time in accordance with the Indenture.

“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.

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“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 the covenant described under “Certain Covenants — Limitation on Restricted Payments”:

(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.

“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” has the meaning set forth in the first paragraph under “General” and its permitted successors.

“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).

“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.

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“Merger” 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 Merger will occur substantially simultaneously on the Issue Date.

“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 (i) of paragraph (a) or clause (i) of paragraph (b) of “Repurchase at the Option of Holders — Asset Sales”) 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.

“Notes Collateral” means the portion of the Collateral as to which the Notes and the Guarantees have a first-priority security interest subject to Permitted Liens as described under “Security for the Notes — Notes Collateral.”

“Notes Collateral Agent” has the meaning set forth in the second paragraph under “General.”

“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.

“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 the Issuers 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 the Issuers or such other Person that meets the requirements set forth in the 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

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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.

“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 the “Repurchase at the Option of Holders — Asset Sales” covenant.

“Permitted Holders” means (i) 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 (ii) 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 the Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

“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 “Repurchase at the Option of Holders — Asset Sales” 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 distributed in connection with the private offering of the outstanding notes, 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 distributed in connection with the private offering of the outstanding notes; 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

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or original issue discount or the issuance of pay-in-kind securities) or (b) as otherwise permitted under the 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 the second paragraph of the covenant described in “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(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 $50.0 million 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);

(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 the first paragraph under the covenant described in “Certain Covenants — Limitations on Restricted Payments;”

(10) guarantees of Indebtedness permitted under the covenant described in “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under “Certain Covenants — Transactions with Affiliates” (except transactions described in clauses (2), (5) and (9) of such paragraph);

(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 $65.0 million 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 $15.0 million 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;

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(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.

“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 Liens, 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 the second paragraph under “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” provided that (a) Liens securing Indebtedness permitted to be incurred pursuant to such clause (4) extend only to the assets purchased with the proceeds

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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;

(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 the covenant described under “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(11) Liens securing Hedging Obligations; provided that with respect to Hedging Obligations relating to Indebtedness, such Indebtedness is permitted under the 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;

(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

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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 the 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 $20.0 million 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 the caption “Events of Default and Remedies” 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 “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(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 the Indenture to be incurred pursuant to clause (1) of the second paragraph under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(28) [Reserved];

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(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;

(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; and

(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 the first paragraph of the covenant “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock,” 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 the 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 the 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

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transaction permitted under “— Repurchase at the Option of Holders — Asset Sales,” 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.

“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.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“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.

“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.

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“Redemption Bridge Loans” means subordinated promissory notes, in an aggregate principal amount not to exceed $5.0 million, 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.

“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.

“Restricted Investment” means an Investment other than a Permitted Investment.

“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.”

“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.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Security Documents” means the security agreements, pledge agreements, mortgages, 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 Noteholder Secured Parties as contemplated by the Indenture.

“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 “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” above).

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“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 the Indenture;

(3) any other Indebtedness of an Issuer or any Guarantor permitted to be incurred under the terms of the 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;

(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 the Indenture.

“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

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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.

“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 Merger, 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” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-777bbbb).

“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.

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“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 the covenants described under “Certain Covenants — Limitation on Restricted Payments;” 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 the first paragraph under “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” or

(2) the Fixed Charge Coverage Ratio for the Issuers 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.

“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.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The exchange of outstanding notes for exchange notes in the exchange offer will not constitute a taxable event to holders for U.S. federal income tax purposes. Consequently, no gain or loss will be recognized by a holder upon receipt of an exchange note, the holding period of the exchange note will include the holding period of the outstanding note exchanged therefor and the basis of the exchange note will be the same as the basis of the outstanding note immediately before the exchange.

In any event, persons considering the exchange of outstanding notes for exchange notes should consult their own tax advisors concerning the U.S. federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

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CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase or exchange of the notes by employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), and entities whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”).

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an “ERISA Plan”) and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA, any person who exercises any discretionary authority or control over the administration of an ERISA Plan or the management or disposition of the assets of an ERISA Plan, or who renders investment advice for a fee or other compensation to an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

In considering an investment in the notes (or the exchange notes) of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of Section 3(14) of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engaged in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the Plan that engaged in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition and/or holding of outstanding notes or exchange notes by an ERISA Plan with respect to which we or any guarantor is considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions, or “PTCEs,” that may apply to the acquisition and holding of the outstanding notes and the exchange notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life insurance company general accounts and PTCE 96-23 respecting transactions determined by in-house asset managers. In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide limited relief from the prohibited transaction provisions of ERISA and Section 4975 of the Code for certain transactions, provided that neither the issuer of the securities nor any of its affiliates (directly or indirectly) have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any ERISA Plan involved in the transaction and provided further that the ERISA Plan pays no more than adequate consideration in connection with the transaction. There can be no assurance that all of the conditions of any such exemptions will be satisfied.

Because of the foregoing, the notes should not be purchased, exchanged or held by any person investing “plan assets” of any Plan, unless such purchase and holding (and the exchange of outstanding notes for exchange notes) will not constitute a non-exempt prohibited transaction under ERISA and the Code or a similar violation of any applicable Similar Laws.

197

Representation

Accordingly, by acceptance of a note (including an exchange note), each purchaser and subsequent transferee of a note, or any interest therein, will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire or hold the notes, or any interest therein, constitutes assets of any Plan or (ii) the purchase and holding of the notes or any interest therein (and the exchange of outstanding notes for exchange notes) will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Laws.

The foregoing discussion is general in nature and is not intended to be all inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in nonexempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering purchasing the notes (or exchanging outstanding notes for exchange notes) on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the purchase and holding of the notes (including the exchange of outstanding notes for exchange notes).

198

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired as a result of market-making activities or other trading activities. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus. To the extent any such broker-dealer participates in the exchange offer, we have agreed that for a period of up to 90 days after the day this exchange offer expires (subject to extension pursuant to the registration rights agreement), we will make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale and will deliver as many additional copies of this prospectus and each amendment or supplement to this prospectus as such broker-dealer may request in the letter of transmittal.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own accounts pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or through a combination of these methods of resale at market prices prevailing at the time of resale, at prices related to the prevailing market prices or at negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of exchange notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the outstanding notes, other than commissions or concessions of any brokers or dealers, and will indemnify the holders of outstanding notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

199

LEGAL MATTERS

The validity of the exchange notes will be passed upon for us by Simpson Thacher & Bartlett LLP, Palo Alto, California.

EXPERTS

The consolidated financial statements of Associated Materials, LLC and its subsidiaries as of January 1, 2011 and for the period from October 13, 2010 to January 1, 2011 and of the Predecessor as of January 2, 2010 and for the period January 3, 2010 to October 12, 2010 and the year ended January 2, 2010, included in this Prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Associated Materials, LLC and its subsidiaries for the year ending January 3, 2009 and included elsewhere in this prospectus have been audited by Ernst & Young LLP (“E&Y”), independent registered public accounting firm, as stated in their report appearing herein.

On September 18, 2009, the Audit Committee of the Board of Directors of AMH Holdings II, Inc., the then parent company of Associated Materials, LLC, approved the dismissal of E&Y as the independent auditors of Associated Materials, LLC.

E&Y’s report on our consolidated financial statements for the year ended January 3, 2009 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

During the year ended January 3, 2009 and the interim reporting periods preceding the dismissal, there were no disagreements or reportable events of the kind described in Item 304(a)(1)(iv) and (v) of Regulation S-K between Associated Materials, LLC and E&Y regarding any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, except for the following material weakness in internal controls, which may be deemed to constitute a reportable event as that term is defined in Item 304(a)(1)(v). Associated Materials, LLC disclosed under Item 4 of its Form 10-Q for the quarter ended July 4, 2009 that during the second quarter of 2009 management did not maintain operating effectiveness of certain internal controls over financial reporting for establishing allowance for doubtful accounts, the deferral of revenue for specific customer shipments until collectibility is reasonably assured and accounting for restructuring costs. In addition, E&Y issued on August 18, 2009 a material weakness letter to Associated Materials, LLC discussing the aforementioned material weakness in internal controls over financial reporting.

On September 24, 2009 Associated Materials, LLC filed with the SEC a Current Report on Form 8-K regarding the change in Associated Materials, LLC’s independent registered public accountants described above, which contained disclosures substantially similar to the above disclosures. Associated Materials, LLC provided E&Y with a copy of those disclosures prior to the date of the filing of that report and requested that E&Y furnish Associated Materials, LLC with a letter addressed to the SEC stating whether it agreed with the statements therein or the reasons why it disagreed. A copy of E&Y’s letter to the SEC, dated September 24, 2009, was filed as Exhibit 16.1 to that report.

On September 24, 2009, the Audit Committee of the Board of Directors of AMH Holdings II, Inc. approved the engagement of Deloitte as the new independent auditors for Associated Materials, LLC effective for the third quarter ending October 3, 2009. During the two most recent fiscal years and subsequent interim reporting periods before engaging Deloitte, AMH Holdings II, Inc. and its subsidiaries did not consult with Deloitte with respect to any accounting or auditing issues regarding the application of accounting principles to a specified transaction, the type of audit opinion that might be rendered on the consolidated financial statements, the reportable event described above or any other matter or event as set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

200

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange notes. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us and the exchange notes, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete. We are currently subject to the informational requirements of the Exchange Act, and, in accordance therewith, we file reports and other information with the SEC. The registration statement, such reports and other information can be inspected and copied at the Public Reference Room of the SEC located at Room 1580, 100 F Street, N.E., Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC’s home page on the Internet (http://www.sec.gov). In addition, to the extent not satisfied by the foregoing, we have agreed that, for so long as any notes are outstanding, we will furnish to holders of the notes and to any prospective investor in the notes 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.

Before the commencement of the exchange offer, we have agreed that, even if not required by the rules and regulations of the SEC, we will nonetheless make available on a freely accessible page on our website certain information that would be required to be furnished by us by Section 13 of the Exchange Act, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by our certified independent accountants to the trustee and the holders of the outstanding notes or exchange notes as if we were subject to such periodic reporting requirements. However, our reporting obligations under the indenture before the commencement of the exchange offer are not identical to the reporting obligations under Section 13 or 15(d) of the Exchange Act. Among other differences, the indenture permits us to meet these periodic filing and information requirements within time frames that may be longer than those specified by Section 13 or 15(d) of the Exchange Act. See “Description of Notes — Certain Covenants — Reports and Other Information.”

After the commencement of the exchange offer and whether or not required by the rules and regulations of the SEC, we have agreed to file the following information with the SEC as long as any notes are outstanding: (1) 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; (2) 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 (3) 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, the indenture requires us to make such information available to the trustee and holders of the notes (without exhibits) within 15 days after we file such information with the SEC, without cost to any holder. See “Description of Notes — Certain Covenants — Reports and Other Information.”

201

ASSOCIATED MATERIALS, LLC

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Audited Consolidated Financial Statements for the Years Ended January 1, 2011, January 2, 2010 and January 3, 2009
Reports of Independent Registered Public Accounting Firms		F-2
Consolidated Balance Sheets as of January 1, 2011 (Successor) and January 2, 2010 (Predecessor)		F-4
Consolidated Statements of Operations		F-5
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)		F-6
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		F-7
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		F-8

F-1

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

F-2

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

F-3

ASSOCIATED MATERIALS, LLC

CONSOLIDATED BALANCE SHEETS

	January 1,			January 2,
	2011			2010
	Successor			Predecessor
	(In thousands)
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.

F-4

ASSOCIATED MATERIALS, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

	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
	(In thousands)
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.

F-5

ASSOCIATED MATERIALS, LLC

CONSOLIDATED STATEMENTS OF MEMBER’S EQUITY / STOCKHOLDERS’ (DEFICIT)
AND COMPREHENSIVE INCOME (LOSS)

									Accumulated						Total
									Other			Accumulated			Member’s
					Capital in				Comprehensive			(Deficit) /			Equity/
	Common Stock				Excess		Membership		Income			Retained			Stockholders’
	Shares		Amount		of Par		Interest		(Loss)			Earnings			(Deficit)
	(In thousands)
Predecessor
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.

F-6

ASSOCIATED MATERIALS, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

	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
				(In thousands)
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.

F-7

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.

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

F-8

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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

F-9

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

F-10

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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

F-11

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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

F-12

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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,

F-13

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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

F-14

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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 111/4% 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.

F-15

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

F-16

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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

F-17

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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).

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.

F-18

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

F-19

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

F-20

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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

F-21

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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).

F-22

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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;

F-23

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

•  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.

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

F-24

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 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-

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ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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

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ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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).

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 93/4% 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

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ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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.

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ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

F-30

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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.

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ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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	)

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.

F-32

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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

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ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

F-34

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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		—		$	—		—

F-36

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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,

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ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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

F-38

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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.

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ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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	)

F-40

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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	%

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

F-41

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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.

F-42

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

F-43

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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.

F-44

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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.

F-45

ASSOCIATED MATERIALS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

F-46

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET
January 1, 2011 (Successor)

					Subsidiary			Non-Guarantor			Reclassification/
	Company		Co-Issuer		Guarantors			Subsidiaries			Eliminations			Consolidated
	(In thousands)
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

F-47

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Period October 13, 2010 to January 1, 2011 (Successor)

						Subsidiary			Non-Guarantor			Reclassification/
	Company			Co-Issuer		Guarantors			Subsidiaries			Eliminations			Consolidated
	(In thousands)
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	)

F-48

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Period October 13, 2010 to January 1, 2011 (Successor)

						Subsidiary			Non-Guarantor
	Company			Co-Issuer		Guarantors			Subsidiaries			Consolidated
	(In thousands)
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

F-49

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Period January 3, 2010 to October 12, 2010 (Predecessor)

						Subsidiary			Non-Guarantor			Reclassification/
	Company			Co-Issuer		Guarantors			Subsidiaries			Eliminations			Consolidated
	(In thousands)
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	)

F-50

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Period January 3, 2010 to October 12, 2010 (Predecessor)

						Subsidiary			Non-Guarantor
	Company			Co-Issuer		Guarantors			Subsidiaries			Consolidated
	(In thousands)
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

F-51

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

January 2, 2010 (Predecessor)

						Subsidiary		Non-Guarantor		Reclassification/
	Company			Co-Issuer		Guarantors		Subsidiaries		Eliminations			Consolidated
	(In thousands)
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

F-52

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For The Year Ended January 2, 2010 (Predecessor)

						Subsidiary		Non-Guarantor			Reclassification/
	Company			Co-Issuer		Guarantors		Subsidiaries			Eliminations			Consolidated
	(In thousands)
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

F-53

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For The Year Ended January 2, 2010 (Predecessor)

						Subsidiary			Non-Guarantor
	Company			Co-Issuer		Guarantors			Subsidiaries			Consolidated
	(In thousands)
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

F-54

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For The Year Ended January 3, 2009 (Predecessor)

						Subsidiary			Non-Guarantor		Reclassification/
	Company			Co-Issuer		Guarantors			Subsidiaries		Eliminations			Consolidated
	(In thousands)
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	)

F-55

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For The Year Ended January 3, 2009 (Predecessor)

						Subsidiary			Non-Guarantor
	Company			Co-Issuer		Guarantors			Subsidiaries			Consolidated
	(In thousands)
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

F-56

Associated Materials, LLC

AMH New Finance, Inc.

Offer to Exchange

$730,000,000 aggregate principal amount of its 9.125% Senior Secured Notes due 2017,
which have been registered under the Securities Act of 1933, for any and all of its
outstanding 9.125% Senior Secured Notes due 2017.

Until the date that is 90 days from the date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions or otherwise.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.   Indemnification of Directors and Officers.

(a) Associated Materials, LLC and Gentek Holdings, LLC (each a Delaware limited liability company and collectively referred to herein as the “LLCs”)

The LLCs are each empowered by Section 18-108 of the Delaware Limited Liability Company Act (the “DLLCA”) to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

In accordance with this provision, (1) the Amended and Restated Limited Liability Company Agreement of Associated Materials, LLC provides for indemnification of any person who is or was a member, director or officer of such company to the fullest extent permitted by the DLLCA and (2) the Limited Liability Company Agreement of Gentek Holdings, LLC provides for indemnification of its sole member and any person who is or was one of its officers or who is or was any of its direct or indirect members, partners, directors, managing directors, officers, stockholders, employees, agents, affiliates or controlling persons in connection with any matter arising out of or in connection with such company’s business or affairs to the fullest extent permitted by law, except to the extent that costs incurred by any such person result solely from the willful misfeasance or bad faith of such person.

The LLCs maintain insurance on behalf of their members, directors and officers insuring them against any liability asserted against them in their capacities as members, directors and officers or arising out of such status.

(b) AMH New Finance, Inc. and Gentek Building Products, Inc. (each a Delaware corporation and collectively referred to herein as the “Corporations”)

Section 145 of the Delaware General Corporation Law (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

The Corporations’ certificates of incorporation include a provision that limits the personal liability of their directors for monetary damages for breach of fiduciary duty as a director, except to the extent such limitation is not permitted under the DGCL.

In accordance with these provisions, (1) the articles of incorporation of AMH New Finance, Inc. provide for indemnification of any person who is or was a director or officer of such corporation to the fullest extent permitted by the DGCL and (2) the articles of incorporation and by-laws of Gentek Building Products, Inc. provide for indemnification of any person who is or was a director, officer, employee or agent of such corporation to the fullest extent permitted by law, provided that such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of such corporation, and,

II-1

with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

In addition, the Corporations maintain insurance on behalf of their directors and officers insuring them against any liability asserted against them in their capacities as directors or officers or arising out of such status.

Item 21.   Exhibits and Financial Statement Schedules.

(a) Exhibits.

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this prospectus, which Exhibit Index is incorporated herein by reference.

(b) 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.

Item 22.   Undertakings.

(a) Each undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (as amended, the “Securities Act”);

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) that, for the purpose of determining liability under the Securities Act to any purchaser, if such registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document

II-2

incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and

(5) that, for the purpose of determining liability of such registrant under the Securities Act to any purchaser in the initial distribution of the securities, such undersigned registrant undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of such undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned registrant or used or referred to by such undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of such undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by such undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of such registrant pursuant to the foregoing provisions, or otherwise, such registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by such registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(b) Each undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c) Each undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cuyahoga Falls, State of Ohio, on April 26, 2011.

ASSOCIATED MATERIALS, LLC
AMH NEW FINANCE, INC.

By:  /s/  Thomas N. Chieffe

Thomas N. Chieffe

President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas N. Chieffe and Stephen E. Graham and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Thomas N. Chieffe Thomas N. Chieffe	President, Chief Executive Officer and Director (Principal Executive Officer)	April 26, 2011
/s/  Stephen E. Graham Stephen E. Graham	Vice President — Chief Financial Officer and Secretary and Director (Principal Financial Officer and Principal Accounting Officer)	April 26, 2011
/s/  Erik D. Ragatz Erik D. Ragatz	Chairman of the Board of Directors	April 26, 2011
/s/  Charles A. Carroll Charles A. Carroll	Director	April 26, 2011
/s/  Dana R. Snyder Dana R. Snyder	Director	April 26, 2011

II-4

Signature	Title	Date
/s/  Robert B. Henske Robert B. Henske	Director	April 26, 2011
/s/  Stefan Goetz Stefan Goetz	Director	April 26, 2011
/s/  Adam B. Durrett Adam B. Durrett	Director	April 26, 2011

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cuyahoga Falls, State of Ohio, on April 26, 2011.

GENTEK HOLDINGS, LLC

By:  ASSOCIATED MATERIALS, LLC,

its sole member

By:  /s/  Thomas N. Chieffe

Thomas N. Chieffe

President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas N. Chieffe and Stephen E. Graham and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons 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 26, 2011
/s/  Stephen E. Graham Stephen E. Graham	Vice President — Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer)	April 26, 2011

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cuyahoga Falls, State of Ohio, on April 26, 2011.

GENTEK BUILDING PRODUCTS, INC.

By:  /s/  Thomas N. Chieffe

Thomas N. Chieffe

President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas N. Chieffe and Stephen E. Graham and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Thomas N. Chieffe Thomas N. Chieffe	President, Chief Executive Officer and Director (Principal Executive Officer)	April 26, 2011
/s/  Stephen E. Graham Stephen E. Graham	Vice President — Chief Financial Officer and Secretary and Director (Principal Financial Officer and Principal Accounting Officer)	April 26, 2011

II-7

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(a)	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	.1(b)	Amended and Restated Limited Liability Company Agreement of Associated Materials, LLC (incorporated by reference to Exhibit 3.2 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	3	.2(a)†	Restated Certificate of Incorporation of AMH New Finance, Inc.
	3	.2(b)†	Certificate of Amendment to the Certificate of Incorporation of AMH New Finance, Inc.
	3	.2(c)†	Bylaws of AMH New Finance, Inc..
	3	.3(a)	Certificate of Formation of Gentek Holdings, LLC (incorporated by reference to Exhibit 3.6 to Amendment No. 1 to Associated Materials, LLC’s Registration Statement on Form S-4, filed with the SEC on January 6, 2010).
	3	.3(b)	Limited Liability Company Agreement of Gentek Holdings, LLC (incorporated by reference to Exhibit 3.7 to Amendment No. 1 to Associated Materials, LLC’s Registration Statement on Form S-4, filed with the SEC on January 6, 2010).
	3	.4(a)	Certificate of Incorporation of Gentek Building Products, Inc. (incorporated by reference to Exhibit 3.8 to Amendment No. 1 to Associated Materials, LLC’s Registration Statement on Form S-4, filed with the SEC on January 6, 2010).
	3	.4(b)	Certificate of Amendment to Certificate of Incorporation of Gentek Building Products, Inc. (incorporated by reference to Exhibit 3.9 to Amendment No. 1 to Associated Materials, LLC’s Registration Statement on Form S-4, filed with the SEC on January 6, 2010).
	3	.4(c)	By-laws of Gentek Building Products, Inc. (incorporated by reference to Exhibit 3.10 to Amendment No. 1 to Associated Materials, LLC’s Registration Statement on Form S-4, filed with the SEC on January 6, 2010).
	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 (incorporated by reference to Exhibit 4.1 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	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. (incorporated by reference to Exhibit 4.3 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	5	.1†	Opinion of Simpson Thacher & Bartlett LLP.
	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 (incorporated by reference to Exhibit 10.1 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	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 (incorporated by reference to Exhibit 10.2 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	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 (incorporated by reference to Exhibit 10.3 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).

Exhibit
Number			Description
	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 (incorporated by reference to Exhibit 10.4 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	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 (incorporated by reference to Exhibit 10.5 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	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 (incorporated by reference to Exhibit 10.6 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	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 (incorporated by reference to Exhibit 10.7 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	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 (incorporated by reference to Exhibit 10.8 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	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 (incorporated by reference to Exhibit 10.9 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	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 (incorporated by reference to Exhibit 10.10 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	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 (incorporated by reference to Exhibit 10.11 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	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 (incorporated by reference to Exhibit 10.12 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	10	.13*	Carey Investment Holdings Corp. 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.13 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	10	.14*	Form of Stock Option Agreement (Time Vesting Option) for awards made under the 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.14 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	10	.15*	Form of Stock Option Agreement (Performance Vesting Option) for awards made under the 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.15 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	10	.16*	Employment Agreement, dated as of October 13, 2010, between Associated Materials, LLC and Thomas N. Chieffe (incorporated by reference to Exhibit 10.16 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	10	.17*	Employment Agreement, dated as of October 13, 2010, between Associated Materials, LLC and Stephen Graham (incorporated by reference to Exhibit 10.17 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).

Exhibit
Number			Description
	10	.18*	Employment Agreement, dated as of October 13, 2010, between Associated Materials, LLC and Warren J. Arthur (incorporated by reference to Exhibit 10.18 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	10	.19*	Employment Agreement, dated as of December 20, 2010, between Associated Materials, LLC and Brad Beard (incorporated by reference to Exhibit 10.19 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	10	.20*	Employment Agreement, dated as of October 13, 2010, between Associated Materials, LLC and John F. Haumesser (incorporated by reference to Exhibit 10.20 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	10	.21*	Form of Indemnification Agreement between Associated Materials, LLC and certain directors and executive officers of Associated Materials, LLC (incorporated by reference to Exhibit 10.22 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	12	.1	Statement of Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	16	.1	Letter of concurrence from E&Y to the SEC regarding changes in certifying accountant, dated September 24, 2009 (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed with the SEC on September 24, 2009).
	21	.1	Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
	23	.1†	Consent of Simpson Thacher & Bartlett LLP (included as part of its opinion filed as Exhibit 5.1 hereto).
	23	.2†	Consent of Ernst & Young LLP.
	23	.3†	Consent of Deloitte & Touche LLP.
	24	.1†	Powers of Attorney (included on signature pages to this Registration Statement).
	25	.1†	Statement of Eligibility of Trustee.
	99	.1†	Form of Letter of Transmittal.
	99	.2†	Form of Notice to Clients.
	99	.3†	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	99	.4†	Form of Notice of Guaranteed Delivery.

†	Filed herewith.
*	Management contract or compensatory plan or arrangement.

EX-3.2.A

Exhibit 3.2(a)

RESTATED

CERTIFICATE OF INCORPORATION

OF

CAREY NEW FINANCE, INC.

     Carey New Finance, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

     1. The name of the corporation is Carey New Finance, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was September 23, 2010.

     2. This Restated Certificate of Incorporation (this “Restated Certificate of Incorporation”) amends and restates in its entirety the Corporation’s certificate of incorporation as currently in effect and has been duly adopted in accordance with Sections 103, 242 and 245 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”). The Corporation has received payment for its stock.

     3. The Board of Directors of the Corporation (the “Board”), pursuant to a unanimous written action in lieu of a meeting pursuant to Section 141(f) of the DGCL, adopted resolutions proposing and declaring advisable that the Corporation amend and restate its Certificate of Incorporation to read in its entirety as follows:

     FIRST. The name of the Corporation is Carey New Finance, Inc.

     SECOND. The name and address of the registered agent in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

     FOURTH. The total number of shares of capital stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, par value $0.01 per share.

     FIFTH. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. Except as otherwise provided by law or the Bylaws, a majority of the entire Board, 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. The total number of directors constituting the entire Board shall be fixed from time to time by the

Board. Elections of directors need not be by written ballot unless the Bylaws shall so provide. “H&F Representative Director” shall mean each director on the Board 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).

     SIXTH. In furtherance of and not in limitation of the power conferred by the DGCL, the Board, acting by majority vote (in the manner contemplated by ARTICLE FIFTH), is expressly authorized to adopt, amend or repeal the Bylaws.

     SEVENTH. The Corporation is to have perpetual existence.

     EIGHTH. Meetings of stockholders may be held within or without the state of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board or in the Bylaws.

     NINTH.

     (a) No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as currently in effect or as the same may hereafter be amended. Any repeal or modification of this paragraph (a) of this ARTICLE NINTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director, officer or the Corporation existing at the time of such repeal or modification. If the General Corporation Law of the State of Delaware is amended after the filing of this Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.

     (b) The Corporation 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 director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, 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 General Corporation Law of the State of Delaware, and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

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     (c) To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (b) of this ARTICLE NINTH, 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 an officer or director 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 an officer or director of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise) shall be paid by the Corporation in advance of the final disposition of such action, claim, suit or proceeding within ten business days of the Corporation’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 director or officer to repay such amount if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation against such expenses as authorized by the relevant sections of the General Corporation Law of the State of Delaware, and the Corporation may adopt bylaws or enter into agreements with such persons for the purpose of providing for such advances.

     (e) The indemnification permitted by this ARTICLE NINTH shall not be deemed exclusive of any other rights to which any person may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding an office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person. To assure indemnification under this ARTICLE NINTH of all current and former directors and officers who are determined by the Corporation or otherwise to be or to have been “fiduciaries” of any employee benefit plan of the Corporation which may exist from time to time, Section 145 of the General Corporation Law of the State of Delaware shall, for the purposes of this ARTICLE NINTH, be interpreted as follows: “other enterprise” shall be deemed to include such an employee benefit plan, including without limitation, any plan of the Corporation which is governed by the Act of Congress entitled “Employee Retirement Income Security Act of 1974,” as amended from time to time; the Corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the Corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; and excise taxes assessed on a person with respect to an employee benefit plan pursuant to such Act of Congress shall be deemed “fines.”

     (f) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, 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 Corporation would

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have the power to indemnify such person against such liability under the provisions of this ARTICLE NINTH or otherwise.

     TENTH. In recognition of the fact that Hellman & Friedman LLC and their respective affiliates (including associated investment funds and portfolio companies) (each, an “Investor” and collectively, the “Investors”) currently engage in, and may in the future engage in, the same or similar activities or lines of business and have an interest in the same areas and types of corporate opportunities, and in recognition of the benefits to be derived by the Corporation through its continued contractual, corporate and business relations with the Investors (including possible service of directors, officers and employees of the Investors as directors, officers and employees of the Corporation), the Corporation renounces any interest or expectancy in, or in being offered the opportunity to participate in, any corporate opportunity not allocated to it pursuant to this ARTICLE TENTH to the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision). To the fullest extent permitted by applicable law, the Corporation acknowledges and agrees that each Investor and each member of the Board designated by an Investor (other than any independent director) (each, an “Investor Designated Director”) currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which such Investor or any of such Investor Designated Directors may serve as an advisor, a director or in some other capacity and, in recognition that such Investor and the Investor Designated Directors have myriad duties to various investors and partners and, in anticipation that the Corporation, on the one hand, and such Investor and the Investor Designated Directors, on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, the Corporation further acknowledges and agrees that:

     (1) each Investor and each Investor Designated Director shall have the right: (i) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Corporation and its subsidiaries); (ii) to directly or indirectly do business with any client or customer of the Corporation and its subsidiaries; (iii) to take any other action that such Investor or any such Investor Designated Director or any such other person believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this ARTICLE TENTH; and (iv) not to present potential transactions, matters or business opportunities to the Corporation or any of its subsidiaries, and to pursue, directly or indirectly, any such opportunity for themselves, and to direct any such opportunity to another person;

     (2) no Investor or Investor Designated Director shall have any duty (contractual or otherwise) to communicate or present any corporate opportunities to the Corporation or any of its affiliates or to refrain from any actions specified in this ARTICLE TENTH, and the Corporation, on its own behalf and on behalf of its affiliates, hereby irrevocably waives any right to require any Investor or any of the Investor Designated Directors to act in a manner inconsistent with the provisions of this ARTICLE TENTH; and

     (3) no Investor or Investor Designated Director shall be liable to the Corporation or any of its affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this ARTICLE TENTH or of any such person’s participation therein.

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     4. In lieu of a meeting and vote of the stockholders, the stockholders have given written consent to such amendment and restatement of the Certificate of Incorporation of the Corporation in accordance with the provisions of Section 228 of the DGCL.

[Remainder of page intentionally left blank]

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     IN WITNESS WHEREOF, the undersigned has signed this Restated Certificate of Incorporation on October 12, 2010.

/s/ Erik Ragatz  

Erik Ragatz 

President, Treasurer and Secretary 

[Signature Page to Restated Charter of Carey New Finance, Inc.]

EX-3.2.B

Exhibit 3.2(b)

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

CAREY NEW FINANCE, INC.

     Carey New Finance, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

     1. The name of the Corporation is Carey New Finance, Inc.

     2. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware under the name Carey New Finance, Inc. on September 23, 2010 (the “Certificate of Incorporation”).

     3. This Certificate of Amendment, which amends the Certificate of Incorporation, was duly adopted in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

     4. Article First of the Certificate of Incorporation is hereby amended to read in its entirety as follows:

     “FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is AMH New Finance, Inc.”

     5. This Certificate of Amendment shall be effective as of the date of its filing with the Secretary of State of the State of Delaware.

[Remainder of Page Intentionally Left Blank]

     IN WITNESS WHEREOF, the undersigned, as a duly authorized officer of the Corporation, has executed this Certificate of Amendment on October 13, 2010.

/s/ Stephen E. Graham
Name:	Stephen E. Graham
Title:	Vice President—Chief Financial Officer, Treasurer and Secretary

[Signature Page to Certificate of Amendment — Carey New Finance, Inc.]

EX-3.2.C

Exhibit 3.2(c)

BYLAWS

OF

CAREY NEW FINANCE, INC.

(a Delaware corporation)

ARTICLE I

Stockholders

     SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

     SECTION 2. Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of Carey New Finance, Inc. (the “Corporation”) entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

     SECTION 3. Notice of Meetings. Written notice of all meetings of the stockholders, stating the place, date and hour of the meeting and the place within the city or other municipality or community at which the list of stockholders may be examined, shall be mailed or delivered to each stockholder not less than ten (10) nor more than sixty (60) days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

     SECTION 4. Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

     The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

     SECTION 5. Quorum. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

     SECTION 6. Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the Vice-Chairman, if any, or if none or in the Vice-Chairman’s absence the President, if any, or if none or in the President’s absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

     SECTION 7. Voting; Proxies; Required Vote. (a) At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact, and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these Bylaws. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast there shall elect. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by a majority of the votes cast.

     (b) Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of a number of the issued and outstanding shares of capital stock of the Corporation representing the number of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the

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taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

     SECTION 8. Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

     SECTION 1. General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

     SECTION 2. Qualification; Number; Term; Remuneration. (a) Each director shall be at least 18 years of age. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The number of directors constituting the entire Board 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 one (1). The use of the phrase “entire Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

     (b) Directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

     (c) 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

3

meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

     SECTION 3. Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the entire Board 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 at a meeting at which a quorum is present shall be the act of the Board of Directors.

     SECTION 4. Places of Meetings. 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.

     SECTION 5. Action by Communications Equipment. Members of the Board of Directors or any committee thereof may participate in a meeting of such Board or 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.

     SECTION 6. Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

     SECTION 7. Regular Meetings. 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.

     SECTION 8. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, President or by a majority of the directors then in office.

     SECTION 9. Notice of Meetings. 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

4

shall be a legal meeting without any notice thereof having been given, if all the directors then in office shall be present thereat.

     SECTION 10. Organization. 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 Corporation 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.

     SECTION 11. Resignation. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

     SECTION 12. Vacancies. Unless otherwise provided in these Bylaws, 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 affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

     SECTION 13. Action by Written Consent. 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.

ARTICLE III

Committees

     SECTION 1. Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board 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.

     SECTION 2. Procedures, Quorum and Manner of Acting. 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

5

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.

     SECTION 3. Action by Written Consent. 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.

     SECTION 4. Term; Termination. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

ARTICLE IV

Officers

     SECTION 1. Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, 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.

     SECTION 2. Term of Office and Remuneration. 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 Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

     SECTION 3. Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation 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.

     SECTION 4. Chairman of the Board. 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.

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     SECTION 5. President and Chief Executive Officer. The President shall be the chief executive officer of the Corporation, 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 Corporation 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 Corporation powers of attorney, contracts, bonds and other obligations and instruments.

     SECTION 6. Vice-President. A Vice-President may execute and deliver in the name of the Corporation 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.

     SECTION 7. Treasurer. 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.

     SECTION 8. Secretary. 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.

     SECTION 9. Assistant Officers. 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.

ARTICLE V

Books and Records

     SECTION 1. Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the Bylaws and by such officer or agent as shall be designated by the Board of Directors.

     SECTION 2. Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

     SECTION 3. Fixing Date for Determination of Stockholders of Record.

     (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date

7

upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     (b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this chapter, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

     (c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

Certificates Representing Stock

     SECTION 1. Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the

8

Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The name of the holder of record of the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

     SECTION 2. Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

     SECTION 3. Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

     The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

     SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

9

ARTICLE VII

Dividends

     Subject always to the provisions of law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

Ratification

     Any transaction, questioned in any law suit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate Seal

     The Corporation shall have no corporate seal.

ARTICLE X

Fiscal Year

     The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.

10

ARTICLE XI

Waiver of Notice

     Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

ARTICLE XII

Bank Accounts, Drafts, Contracts, Etc.

     SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.

     SECTION 2. Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

     SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

     SECTION 4. Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

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ARTICLE XIII

Amendments

     The Board of Directors shall have power to adopt, amend or repeal Bylaws. Bylaws adopted by the Board of Directors may be repealed or changed, and new Bylaws made, by the stockholders, and the stockholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

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EX-5.1

Exhibit 5.1

Simpson Thacher & Bartlett llp
2550 Hanover Street
Palo Alto, CA 94304
(650) 251-5000

Facsimile: (650) 251-5002

April 26, 2010

Associated Materials, LLC
AMH New Finance, Inc.
3773 State Road
Cuyahoga Falls, Ohio 44223

Ladies and Gentlemen:

     We have acted as counsel to Associated Materials, LLC, a Delaware limited liability company (the “Company”), AMH New Finance, Inc., a Delaware corporation (together with the Company, the “Issuers”), Gentek Holdings, LLC, a Delaware limited liability company (“GHLLC”), and Gentek Building Products, Inc., a Delaware corporation (together with GHLLC, the “Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Issuers and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Issuers of $730,000,000 aggregate principal amount of 9.125% Senior Secured Notes due 2017 (the “Exchange Notes”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Notes. The Exchange Notes and the Guarantees will be issued under an indenture dated as of October 13, 2010 (the “Indenture”) by and among the Issuers, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Exchange Notes will be offered by the Issuers in exchange for up to $730,000,000 aggregate principal amount of their outstanding 9.125% Senior Secured Notes due 2017.

Simpson Thacher & Bartlett llp April 26, 2010

     We have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Issuers and the Guarantors.

     In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.

     Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1.	When the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, the Exchange Notes will constitute valid and legally binding obligations of the Issuers enforceable against the Issuers in accordance with their terms.
2.	When (a) the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

     Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a

-2-

Simpson Thacher & Bartlett llp April 26, 2010

proceeding in equity or at law), including, inter alia, an implied covenant of good faith and fair dealing.

     We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States, the Delaware Limited Liability Company Act and the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).

     We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement.

Very truly yours,
 

/s/ Simpson Thacher & Bartlett LLP
 

SIMPSON THACHER & BARTLETT LLP 

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EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm in the first paragraph under the caption “Selected Historical Consolidated Financial Data” and the second, third, fourth, fifth and sixth paragraphs under the caption “Experts” in the Registration Statement (Form S-4) and related Prospectus of Associated Materials, LLC and AMH New Finance, Inc. for the registration of $730,000,000 9.125% Senior Secured Notes due 2017 and the related guarantees, and to the use of our report dated March 31, 2009, with respect to the consolidated financial statements of Associated Materials, LLC included in its Annual Report (Form 10-K) for the year ended January 3, 2009, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Akron, Ohio
April 26, 2011

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-4 of our report dated April 1, 2011 relating to the consolidated financial statements of Associated Materials, LLC appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the headings “Selected Historical Consolidated Financial Data” and “Experts” in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

Cleveland, Ohio
April 26, 2011

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association (Jurisdiction of incorporation or organization if not a U.S. national bank)	94-1347393 (I.R.S. Employer Identification No.)
101 North Phillips Avenue Sioux Falls, South Dakota (Address of principal executive offices)	57104 (Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17^th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

Associated Materials, LLC AMH New Finance, Inc.

SEE TABLE OF ADDITIONAL REGISTRANT GUARANTORS

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	Delaware (State or other jurisdiction of incorporation or organization)
3089 (Primary Standard Industrial Classification Code Number)	3089 (Primary Standard Industrial Classification Code Number)
75-1872487 (I.R.S. Employer Identification Number)	27-3533185 (I.R.S. Employer Identification Number)

3773 State Road
Cuyahoga Falls, Ohio 44223
(330) 929-1811
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

9.125% Senior Secured Notes due 2017
(Title of the indenture securities)

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Exact Name of Registrant		Primary Standard
Guarantor, as Specified in	State of	Industrial	I.R.S. Employer
its Charter or Other	Incorporation or	Classification	Identification	Address and
Organizational Document	Organization	Code Number	Number	Telephone Number
Gentek Holdings, LLC	Delaware	3089	31-1533672	3773 State Road Cuyahoga Falls, Ohio 44223 (330) 929-1811
Gentek Building Products, Inc.	Delaware	3089	31-1533669	3773 State Road Cuyahoga Falls, Ohio 44223 (330) 929-1811

Item 1. General Information. Furnish the following information as to the trustee:

(a)	Name and address of each examining or supervising authority to which it is subject.
	Comptroller of the Currency
	Treasury Department
	Washington, D.C.
	Federal Deposit Insurance Corporation
	Washington, D.C.
	Federal Reserve Bank of San Francisco
	San Francisco, California 94120
(b)	Whether it is authorized to exercise corporate trust powers.
	The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

*	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.
**	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.
***	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Dallas and State of Texas on the 13^th day of April, 2011.

WELLS FARGO BANK, NATIONAL ASSOCIATION
 

/s/ Patrick T. Giordano  

Patrick T. Giordano 

Vice President 

EXHIBIT 6

April 13, 2011

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.

Very truly yours,


WELLS FARGO BANK, NATIONAL ASSOCIATION
 

/s/ Patrick T. Giordano  

Patrick T. Giordano 

Vice President 

EXHIBIT 7
Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2010, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	17,518
Interest-bearing balances			57,228
Securities:
Held-to-maturity securities			0
Available-for-sale securities			150,439
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			1,656
Securities purchased under agreements to resell			16,821
Loans and lease financing receivables:
Loans and leases held for sale			38,095
Loans and leases, net of unearned income	691,483
LESS: Allowance for loan and lease losses	19,637
Loans and leases, net of unearned income and allowance			671,846
Trading Assets			30,824
Premises and fixed assets (including capitalized leases)			8,129
Other real estate owned			5,713
Investments in unconsolidated subsidiaries and associated companies			659
Direct and indirect investments in real estate ventures			111
Intangible assets
Goodwill			20,931
Other intangible assets			26,452
Other assets			55,856
Total assets		$	1,102,278
LIABILITIES
Deposits:
In domestic offices		$	747,742
Noninterest-bearing	165,559
Interest-bearing	582,183
In foreign offices, Edge and Agreement subsidiaries, and IBFs			99,235
Noninterest-bearing	2,029
Interest-bearing	97,206
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			2,930
Securities sold under agreements to repurchase			16,102

	Dollar Amounts
	In Millions
Trading liabilities		15,647
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		40,254
Subordinated notes and debentures		19,252
Other liabilities		37,554
Total liabilities	$	978,716
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		98,971
Retained earnings		17,489
Accumulated other comprehensive income		5,280
Other equity capital components		0
Total bank equity capital		122,259
Noncontrolling (minority) interests in consolidated subsidiaries		1,303
Total equity capital		123,562
Total liabilities, and equity capital	$	1,102,278

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Howard I. Atkins
EVP & CFO     

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf	Directors
Dave Hoyt
Michael Loughlin

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

Associated Materials, LLC

AMH New Finance, Inc.

OFFER TO EXCHANGE

Up to $730,000,000 aggregate principal amount of their 9.125% Senior Secured Notes due 2017, which have been registered under the Securities Act of 1933, as amended, for any and all of their outstanding 9.125% Senior Secured Notes due 2017

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. (NEW YORK CITY TIME) ON          , 2011 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By Overnight Courier or Mail:	By Registered or Certified Mail:	By Hand:
Wells Fargo Bank, National Association Corporate Trust Operations MAC #N9303-121 6th & Marquette Avenue Minneapolis, MN 55479	Wells Fargo Bank, National Association Corporate Trust Operations MAC #N9303-121 P.O. Box 1517 Minneapolis, MN 55480	Wells Fargo Bank, National Association Corporate Trust Services Northstar East Bldg. — 12th Floor 608 2nd Avenue South Minneapolis, MN 55402
	(if by mail, registered or certified
	recommended)

By Facsimile:	To Confirm by Telephone:
	(800) 344-5128; or
(612) 667-6282	(612) 667-9764
Attn: Bondholder	Attn: Bondholder
Communications	Communications

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Holders of Outstanding Notes (as defined below) should complete this Letter of Transmittal either if Outstanding Notes are to be forwarded herewith or if tenders of Outstanding Notes are to be made by book-entry transfer to an account maintained by the Exchange Agent at The Depository Trust Company (“DTC”), as the book-entry transfer facility, pursuant to the procedures set forth in “The exchange offer — Procedures for tendering outstanding notes” and “The exchange offer — Book-entry delivery procedures” in the Prospectus (as defined below) and an “Agent’s Message” (as defined below) is not delivered. If tender is being made by book-entry transfer, the holder must have an Agent’s Message delivered in lieu of this Letter of Transmittal.

Holders of Outstanding Notes whose certificates (the “Certificates”) for such Outstanding Notes are not immediately available or who cannot deliver their Certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in “The exchange offer — Guaranteed delivery procedures” in the Prospectus.

As used in this Letter of Transmittal, the term “holder” with respect to the Exchange Offer (as defined below) means any person in whose name Outstanding Notes are registered on the books of Associated Materials, LLC, a Delaware limited liability company, and AMH New Finance, Inc., a Delaware corporation (together, the “Company”), or, with respect to interests in the Outstanding Notes held by DTC, any DTC participant listed in an official DTC proxy. The undersigned has completed, signed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. Holders who wish to tender their Outstanding Notes must complete this Letter of Transmittal in its entirety.

SEE INSTRUCTION 1 BELOW. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. BENEFICIAL OWNERS OF OUTSTANDING NOTES SEE INSTRUCTION 10 (QUESTIONS AND REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES).

The undersigned hereby acknowledges receipt of the Prospectus dated          , 2011 (as amended or supplemented from time to time, the “Prospectus”) of the Company and certain of the Company’s subsidiaries (the “Guarantors”) and this Letter of Transmittal, which together constitute the Company’s offer (the “Exchange Offer”) to exchange up to $730,000,000 aggregate principal amount of 9.125% Senior Secured Notes due 2017 issued by the Company that have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”), for any and all of the outstanding 9.125% Senior Secured Notes due 2017 of the Company that were originally sold pursuant to a private offering (the “Outstanding Notes”).

For each Outstanding Note accepted for exchange, the holder of such Outstanding Note will receive an Exchange Note having a principal amount equal to that of the surrendered Outstanding Note. The Exchange Notes will accrue interest at a rate of 9.125% per annum from October 13, 2010 or the most recent date on which interest has been paid on the Outstanding Notes until maturity, and interest will be payable semi-annually on May 1 and November 1 of each year, commencing on May 1, 2011.

The Company reserves the right, in accordance with applicable law, at any time: (i) to delay the acceptance for exchange of any Outstanding Notes (only in the case that the Company amends or extends the Exchange Offer); (ii) to extend or terminate the Exchange Offer if the Company determines that any of the conditions to the Exchange Offer have not occurred or have not been satisfied by giving written notice of such delay, extension or termination to the Exchange Agent; (iii) to keep all Outstanding Notes tendered other than those Outstanding Notes properly withdrawn in the event of an extension of the Exchange Offer; and (iv) subject to the terms of the registration rights agreement, to amend the terms of the Exchange Offer in any manner. In the event of a material change in the Exchange Offer, including the waiver of a material condition, the Company will extend the offer period, if necessary, so that at least five business days remain in such offer period following notice of the material change. Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by written notice to the registered holders of the Outstanding Notes. If the Company amends the Exchange Offer in a manner that it determines to constitute a material change, it will promptly disclose the amendment in a manner reasonably calculated to inform the holders of applicable Outstanding Notes of that amendment. In the case of any extension, an announcement will be made no later than 9:00 a.m. (New York City time) on the next business day after the previously scheduled Expiration Date.

Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT, WHOSE ADDRESS AND TELEPHONE NUMBER APPEAR ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL.

SEE INSTRUCTION 10 BELOW.

The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action that the undersigned desires to take with respect to the Exchange Offer.

2

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS

CAREFULLY BEFORE CHECKING ANY BOX BELOW.

List below the Outstanding Notes to which this Letter of Transmittal relates. If the space below is inadequate, the Certificate or registration numbers and principal amounts of Outstanding Notes should be listed on a separately signed schedule affixed hereto.

All Tendering Holders Complete Box 1:

Box 1
Description of Outstanding Notes Tendered Herewith
	Certificate or	Aggregate Principal	Aggregate Principal
Name(s) and Address(es) of Registered Holder(s)	Registration	Amount	Amount of
(Please fill in, if blank, exactly as name(s)	Number(s) of	Represented by	Outstanding Notes
appear(s) on Certificate(s))	Outstanding Notes*	Outstanding Notes	Being Tendered**
Total:
* Need not be completed by book-entry holders (see below).
** The minimum permitted tender is $2,000 in principal amount. All tenders must also be in integral multiples of $1,000 in principal amount. Unless otherwise indicated in this column, or delivered to the Exchange Agent herewith, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See Instruction 4 below.

Box 2

Book-Entry

o   CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

DTC Account Number:

Transaction Code Number:

Holders of Outstanding Notes that are tendering by book-entry transfer to the Exchange Agent’s account at DTC may execute the tender through DTC’s Automated Tender Offer Program (“ATOP”) for which the transaction will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptances to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in

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which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, and the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Each DTC participant transmitting an acceptance of the Exchange Offer through the ATOP procedures will be deemed to have agreed to be bound by the terms of this Letter of Transmittal. Delivery of an Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

Box 3

Notice of Guaranteed Delivery

(See Instruction 2 below)

o   CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

Window Ticket Number (if any):

Name of Eligible Guarantor Institution that Guaranteed Delivery:

Date of Eligible Guarantor Execution of Notice of Guaranteed Delivery:

IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:

Name of Tendering Institution:

DTC Account Number:

Transaction Code Number:

Box 4

Return of Non-Exchanged Outstanding Notes

Tendered by Book-Entry Transfer

o   CHECK HERE IF OUTSTANDING NOTES TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

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Box 5

Participating Broker-Dealer

o   CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A “PARTICIPATING BROKER-DEALER”) AND WISH TO RECEIVE TEN (10) ADDITIONAL COPIES OF THE PROSPECTUS AND OF ANY AMENDMENTS OR SUPPLEMENTS THERETO, AS WELL AS ANY NOTICES FROM THE COMPANY TO SUSPEND AND RESUME USE OF THE PROSPECTUS. PROVIDE THE NAME OF THE INDIVIDUAL WHO SHOULD RECEIVE, ON BEHALF OF THE HOLDER, ADDITIONAL COPIES OF THE PROSPECTUS, AND AMENDMENTS AND SUPPLEMENTS THERETO, AND ANY NOTICES TO SUSPEND AND RESUME USE OF THE PROSPECTUS.

Name:

Address:

Telephone No.:

Facsimile No.:

If the undersigned is not a broker-dealer, the undersigned represents that it is not an “affiliate” within the meaning of Rule 405 of the Securities Act, it has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes and it is acquiring the Exchange Notes in the ordinary course of its business. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that (i) it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act, and (ii) it has not entered into any arrangement or understanding with the Company or any of the Company’s affiliates to distribute the Exchange Notes. A broker-dealer may not participate in the Exchange Offer with respect to Outstanding Notes acquired other than as a result of market-making activities or other trading activities. Any broker-dealer who purchased Outstanding Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

5

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of the Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Outstanding Notes as are being tendered herewith.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as agent of the Company, in connection with the Exchange Offer) with respect to the tendered Outstanding Notes, with full power of substitution and resubstitution (such power of attorney being deemed an irrevocable power coupled with an interest) to (1) deliver certificates representing such Outstanding Notes, or transfer ownership of such Outstanding Notes on the account books maintained by DTC, together, in each such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, (2) present and deliver such Outstanding Notes for transfer on the books of the Company and (3) receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Outstanding Notes, all in accordance with the terms of the Exchange Offer.

The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, exchange, assign and transfer the Outstanding Notes tendered hereby, (b) when such tendered Outstanding Notes are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and (c) the Outstanding Notes tendered for exchange are not subject to any adverse claims or proxies when the same are accepted by the Company. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Outstanding Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the holder of such Outstanding Notes nor any such other person is engaged in, or intends to engage in, a distribution of such Exchange Notes within the meaning of the Securities Act, or has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes, and that neither the holder of such Outstanding Notes nor any such other person is an “affiliate,” as such term is defined in Rule 405 under the Securities Act, of the Company or any Guarantor. If the undersigned is a person in the United Kingdom, the undersigned represents that its ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business.

The undersigned also acknowledges that this Exchange Offer is being made based on the Company’s understanding of an interpretation by the staff of the United States Securities and Exchange Commission (the “SEC”) as set forth in no-action letters issued to third parties, including Morgan Stanley & Co. Incorporated (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, or similar no-action letters, that the Exchange Notes issued in exchange for the Outstanding Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by each holder thereof (other than a broker-dealer who acquires such Exchange Notes directly from the Company for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder’s business and such holder is not engaged in, and does not intend to engage in, a distribution of such Exchange Notes and has no arrangement or understanding with any person to participate in the distribution of such Exchange Notes. If a holder of the Outstanding Notes is an affiliate of the Company, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in, or intends to engage in, a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder (x) may not rely on the applicable interpretations of the staff of the SEC and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is a broker-dealer that will receive the Exchange Notes for its own account in exchange for the Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes

6

were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, sign and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Outstanding Notes. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement, dated December 16, 2009, by and among the Company and J.P. Morgan Securities Inc., as representative of the several initial purchasers of the Outstanding Notes, and that the Company shall have no further obligations or liabilities thereunder except as provided in Section 5 of such agreement. The undersigned will comply with its obligations under the registration rights agreement.

The Exchange Offer is subject to certain conditions as set forth in “The Exchange Offer — Conditions to the exchange offer” in the Prospectus. The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the Expiration Date if any of the conditions set forth in “The exchange offer — Conditions to the exchange offer” occur.

All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to the Expiration Date in accordance with the procedures set forth in the Prospectus.

Unless otherwise indicated herein in the box entitled “Special Registration Instructions” (Box 6) below, please deliver the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of the Outstanding Notes, please credit the account indicated above maintained at DTC. Similarly, unless otherwise indicated in the box entitled “Special Delivery Instructions” (Box 7) below, please send the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Outstanding Notes Tendered Herewith” (Box 1).

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH” (BOX 1) ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.

7

Box 6
Special Registration Instructions
(See Instructions 1, 5 and 6 below)

To be completed ONLY if Certificates for the Outstanding Notes not tendered and/or certificates for the Exchange Notes are to be issued in the name of someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above, or if the Outstanding Notes delivered by book-entry transfer that are not accepted for exchange are to be returned by credit to an account maintained by DTC other than the account indicated above.

Issue:     o  Outstanding Notes not tendered to:

           o  Exchange Notes to:

Name(s) 

(Please Print or Type)

Address: 

(Include Zip Code)

Daytime Area Code and Telephone Number.

Taxpayer Identification or Social Security Number
(See Substitute Form W-9)

o  Credit unexchanged Outstanding Notes delivered by book-entry to the DTC account set forth below.

(DTC Account Number, if applicable)

Box 7
Special Delivery Instructions
(See Instructions 1, 5 and 6 below)

To be completed ONLY if Certificates for the Outstanding Notes not tendered and/or certificates for the Exchange Notes are to be issued in the name of someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above.

Issue:     o  Outstanding Notes not tendered to:

           o  Exchange Notes to:

Name(s) 

(Please Print or Type)

Address: 

(Include Zip Code)

Daytime Area Code and Telephone Number.

Taxpayer Identification or Social Security Number

8

Box 8
PLEASE SIGN HERE
Tendering Holders Sign Here
In Addition, Complete Substitute Form W-9 — See Box 9

Must be signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of the Outstanding Notes exactly as their names(s) appear(s) on the Outstanding Notes hereby tendered or by any person(s) authorized to become the registered holder(s) by properly completed bond powers or endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 5 below.

Signature of registered holder(s) or
Authorized Signatory(ies): 

Date: 

Name(s): 

(Please Type or Print)

Capacity (full title): 

Address: 

(Including Zip Code)

Area Code and Telephone Number: 

Tax Identification or Social Security Number: 

SIGNATURE GUARANTEE
(If Required — See Instruction 5 Below)

Signature(s) Guaranteed by an Eligible Guarantor Institution: 

(Authorized Signature)

(Title)

(Name and Firm)

(Address of Firm, include Zip Code)

Date: 

Area Code and Telephone Number: 

Tax Identification or Social Security Number: 

9

Box 9 PAYER’S NAME: Associated Materials, LLC and AMH New Finance, Inc.
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1 — Enter your TIN. For individuals, this is your social security number. For other entities, it is your employer identification number.	Social Security Number OR
Payer’s Request for Taxpayer Identification Number (TIN)	Part 2 — If you are exempt from backup withholding, check here. Exempt from backup withholding     o	Employer Identification Number
	Part 3 Certification — Under penalties of perjury, I certify that:
	(1)  The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and	Part 3 — Awaiting TIN o
	(2)  I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
	(3)  I am a U.S. person (including a U.S. resident alien).
	CERTIFICATION INSTRUCTIONS — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).
è	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
Name	(First, middle, last; if joint names, list both and circle the name of the person or entity whose number you enter in)
Sign Here
	Date:

10

NOTE:   FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF UP TO 28% OF ANY REPORTABLE PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld.

SIGNATURE ­ ­  DATE ­ ­

11

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer. — Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

		Give the Social Security
For this type of account:		number of —
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or disregarded entity not owned by an individual	The owner(3)

For this type of account:		Give the Employer Identification number of —
6.	Disregarded entity not owned by an individual	The owner
7.	A valid trust, estate, or pension trust	The legal entity(4)
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization account	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note:  If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

12

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Security Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from withholding include:

•  An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

•  The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or instrumentality of any one or more of the foregoing.

•  An international organization or any agency or instrumentality thereof.

•  A foreign government and any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

•  A corporation.

•  A financial institution.

•  A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

•  A real estate investment trust.

•  A common trust fund operated by a bank under Section 584(a).

•  An entity registered at all times during the tax year under the Investment Company Act of 1940.

•  A middleman known in the investment community as a nominee or custodian.

•  A futures commission merchant registered with the Commodity Futures Trading Commission.

•  A foreign central bank of issue.

•  A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

•  Payments to nonresident aliens subject to withholding under Section 1441.

•  Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

•  Payments of patronage dividends not paid in money.

•  Payments made by certain foreign organizations.

•  Section 404(k) payments made by an ESOP.

Payment of interest generally exempt from backup withholding include:

•  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.

•  Payments described in Section 6049(b)(5) to nonresident aliens.

•  Payments on tax-free covenant bonds under Section 1451.

•  Payments made by certain foreign organizations.

•  Mortgage interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding, For details, see the regulations under Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.

Privacy Act Notice. — Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold up to 28% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding. — If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION
CONTACT YOUR TAX CONSULTANT OR
THE INTERNAL REVENUE SERVICE.

13

INSTRUCTIONS TO LETTER OF TRANSMITTAL FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER

General

Please do not send Certificates for Outstanding Notes directly to the Company. Your Certificates for Outstanding Notes, together with your signed and completed Letter of Transmittal and any required supporting documents, should be mailed or otherwise delivered to the Exchange Agent at the address set forth on the first page hereof. The method of delivery of Certificates, this Letter of Transmittal and all other required documents is at your sole option and risk and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight or hand delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

1.   Delivery of this Letter of Transmittal and Certificates.

This Letter of Transmittal is to be completed by holders of Outstanding Notes (which term, for purposes of the Exchange Offer, includes any participant in DTC whose name appears on a security position listing as the holder of such Outstanding Notes) if either (a) Certificates for such Outstanding Notes are to be forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in “The exchange offer — Book-entry delivery procedures” in the Prospectus and an Agent’s Message (as defined below) is not delivered. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Exchange Agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by, and makes the representations and warranties contained in, this Letter of Transmittal and that the Company may enforce this Letter of Transmittal against such participant. Certificates representing the tendered Outstanding Notes, or timely confirmation of a book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at DTC, as well as a properly completed and duly executed copy of this Letter of Transmittal, or a facsimile hereof (or, in the case of a book-entry transfer, an Agent’s Message), a substitute Form W-9 and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below.

2.   Guaranteed Delivery Procedures.

Holders who wish to tender their Outstanding Notes and (a) whose Outstanding Notes are not immediately available or (b) who cannot deliver their Outstanding Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (c) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may effect a tender by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in “The exchange offer — Guaranteed delivery procedures” in the Prospectus and by completing the box entitled “Notice of Guaranteed Delivery” (Box 3) above. Pursuant to these procedures, holders may tender their Outstanding Notes if: (i) the tender is made by or through an Eligible Guarantor Institution (as defined below); (ii) a properly completed and signed Notice of Guaranteed Delivery in the form provided with this Letter of Transmittal is delivered to the Exchange Agent on or before the Expiration Date (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Outstanding Notes, the registered number(s) of such Outstanding Notes and the amount of Outstanding Notes tendered, stating that the tender is being made thereby; and (iii) the Certificates or a confirmation of book-entry transfer and a properly completed and signed Letter of Transmittal is delivered to the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date. The Notice of Guaranteed Delivery may be delivered by hand, facsimile or mail to the Exchange Agent, and a guarantee by an Eligible Guarantor Institution must be included in the form described in the notice.

Any holder who wishes to tender Outstanding Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Outstanding Notes prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by a holder who attempted to use the guaranteed delivery procedures.

The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder of Outstanding Notes, by execution of a Letter of Transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender.

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Guarantee of Signatures

No signature guarantee on this Letter of Transmittal is required if:

(i) this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Outstanding Notes) of Outstanding Notes tendered herewith, unless such holder(s) has (have) completed either the box entitled “Special Registration Instructions” (Box 6) or “Special Delivery Instructions” (Box 7) above; or

(ii) such Outstanding Notes are tendered for the account of a firm that is an Eligible Guarantor Institution.

In all other cases, an Eligible Guarantor Institution must guarantee the signature(s) in Box 8 on this Letter of Transmittal. See Instruction 5 below.

Inadequate Space

If the space provided in the box entitled “Description of Outstanding Notes Tendered Herewith” (Box 1) is inadequate, the Certificate or registration number(s) and/or the principal amount of Outstanding Notes and any other required information should be listed on a separate, signed schedule and attached to this Letter of Transmittal.

3.   Beneficial Owner Instructions.

Only a holder of Outstanding Notes (i.e., a person in whose name Outstanding Notes are registered on the books of the registrar or, with respect to interests in the Outstanding Notes held by DTC, a DTC participant listed in an official DTC proxy), or the legal representative or attorney-in-fact of a holder, may execute and deliver this Letter of Transmittal. Any beneficial owner of Outstanding Notes who wishes to accept the Exchange Offer must arrange promptly for the appropriate holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the appropriate holder of the “Instructions to Registered Holder and/or DTC Participant from Beneficial Owner” form accompanying this Letter of Transmittal.

4.   Partial Tenders; Withdrawals.

Tenders of Outstanding Notes will be accepted only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. If less than the entire principal amount of Outstanding Notes evidenced by a submitted Certificate is tendered, the tendering holder(s) should fill in the aggregate principal amount tendered in the column entitled “Aggregate Principal Amount of Outstanding Notes Being Tendered” in Box 1 above. A newly issued Certificate for the principal amount of Outstanding Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date, unless otherwise provided in the appropriate box on this Letter of Transmittal. All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise indicated.

Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date, after which tenders of Outstanding Notes are irrevocable. To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent at the address set forth on the first page hereof. Any such notice of withdrawal must (i) specify the name of the person having deposited the Outstanding Notes to be withdrawn (the “Depositor”), (ii) identify the Outstanding Notes to be withdrawn (including the registration number(s) and principal amount of such Outstanding Notes, or, in the case of Outstanding Notes transferred by book-entry transfer, the name and number of the account at DTC to be credited), (iii) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Trustee with respect to the Outstanding Notes register the transfer of such Outstanding Notes in the name of the person withdrawing the tender, (iv) specify the name in which any such Outstanding Notes are to be registered, if different from that of the Depositor and (v) include a statement that the Depositor is withdrawing its election to have such Outstanding Notes exchanged. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer and no Exchange Notes will be issued with respect thereto unless the Outstanding Notes so withdrawn are validly re-tendered. Any Outstanding Notes which have been tendered but which are not accepted for exchange for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding

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Notes tendered by book-entry transfer into the Exchange Agent’s account at DTC pursuant to the book-entry transfer procedures described above, such Outstanding Notes will be credited to an account with DTC specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures set forth in “The Exchange Offer — Procedures for tendering outstanding notes” in the Prospectus at any time prior to the Expiration Date.

Neither the Company, any affiliates or assigns of the Company, the Exchange Agent nor any other person will be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification (even if such notice is given to other persons).

5.   Signature on Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.

If this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of the Certificates without alteration, addition, enlargement or any change whatsoever. If this Letter of Transmittal is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the owner of the Outstanding Notes.

If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal (or facsimiles thereof) as there are different registrations of Outstanding Notes.

If this Letter of Transmittal is signed by the registered holder(s) of Outstanding Notes (which term, for the purposes described herein, shall include a participant in DTC whose name appears on a security position listing as the owner of the Outstanding Notes) listed and tendered hereby, no endorsements of the tendered Outstanding Notes or separate written instruments of transfer or exchange are required. In any other case, the registered holder(s) (or acting holder(s)) must either properly endorse the Outstanding Notes or transmit properly completed bond powers with this Letter of Transmittal (in either case, executed exactly as the name(s) of the registered holder(s) appear(s) on the Outstanding Notes), with the signature on the Outstanding Notes or bond power guaranteed by an Eligible Guarantor Institution (except where the Outstanding Notes are tendered for the account of an Eligible Guarantor Institution).

If this Letter of Transmittal, any Certificates, bond powers or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, in its sole discretion, must submit proper evidence satisfactory to the Company, of such persons’ authority to so act.

Endorsements on Certificates for the Outstanding Notes or signatures on bond powers required by this Instruction 5 must be guaranteed by a firm that is a member of the Security Transfer Agent Medallion Signature Program or by any other “Eligible Guarantor Institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended.

Signatures on this Letter of Transmittal need not be guaranteed by an Eligible Guarantor Institution, provided the Outstanding Notes are tendered: (i) by a registered holder of the Outstanding Notes (which term, for purposes of the Exchange Offer, includes any participant in the DTC system whose name appears on a security position listing as the owner of such Outstanding Notes) tendered who has not completed the box entitled “Special Registration Instructions” (Box 6) or the box entitled “Special Delivery Instructions” (Box 7) on this Letter of Transmittal or (ii) for the account of an Eligible Guarantor Institution.

6.   Special Registration and Delivery Instructions.

Tendering holders should indicate, in the applicable Box 6 or Box 7, the name and address in/to which the Exchange Notes and/or substitute certificates evidencing Outstanding Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name(s) and address(es) of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification number or social security number of the person named must also be indicated and the tendering holder should complete the applicable box. A holder tendering

16

the Outstanding Notes by book-entry transfer may request that the Outstanding Notes not exchanged be credited to such account maintained at DTC as such holder may designate hereof (See Box 4).

If no instructions are given, the Exchange Notes (and any Outstanding Notes not tendered or not accepted) will be issued in the name of and sent to the holder signing this Letter of Transmittal or deposited into such holder’s account at DTC.

7.   Transfer Taxes.

The Company will pay all transfer taxes, if any, applicable to the transfer and exchange of Outstanding Notes to it or its order pursuant to the Exchange Offer. If, however, a transfer tax is imposed because Exchange Notes are delivered or issued in the name of a person other than the registered holder or if a transfer tax is imposed for any other reason other than the transfer and exchange of Outstanding Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed to the tendering holder by the Exchange Agent.

Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Outstanding Notes listed in the Letter of Transmittal.

8.   Waiver of Conditions.

The Company reserves the right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

9.   Mutilated, Lost, Stolen or Destroyed Outstanding Notes.

Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed should promptly contact the Exchange Agent at the address set forth on the first page hereof for further instructions. The holder will then be instructed as to the steps that must be taken in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Certificate(s) have been completed.

10.   Questions and Request for Assistance or Additional Copies.

Questions relating to the procedure for tendering as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth on the first page hereof.

11.   Validity and Form; No Conditional Tenders; No Notice of Irregularities.

All questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered Outstanding Notes and withdrawal of tendered Outstanding Notes will be determined by the Company in its sole discretion, which determination will be final and binding. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange. The Company also reserves the right, in its reasonable judgment, to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Company shall determine. Although the Company intends to notify holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Company, the Exchange Agent nor any other person is under any obligation to give such notice nor shall they incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holder as soon as practicable following the Expiration Date.

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IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a holder tendering Outstanding Notes whose Outstanding Notes are accepted for exchange may be subject to backup withholding unless the holder provides either (i) such holder’s correct taxpayer identification (“TIN”) on the Substitute Form W-9 above, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Outstanding Notes is awaiting a TIN), (B) that the holder of Outstanding Notes is not subject to backup withholding because (x) such holder of Outstanding Notes is exempt from backup withholding, (y) such holder of Outstanding Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Outstanding Notes that he or she is no longer subject to backup withholding and (C) that the holder of Outstanding Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder is an individual, the TIN is his or her social security number. If the Exchange Agent is not provided with the correct TIN, the holder may be subject to certain penalties imposed by the Internal Revenue Service and any reportable payments that are made to such holder may be subject to backup withholding (see below).

Certain holders (including, among others, all corporations and certain foreign holders) are not subject to these backup withholding and reporting requirements. However, exempt holders of Outstanding Notes should indicate their exempt status on Substitute Form W-9. For example, a corporation should complete the Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign holder to qualify as an exempt recipient, that holder must submit a statement, signed under penalty of perjury, attesting to that holder’s exempt status (Form W-8BEN or other applicable Form W-8). Forms for such statements can be obtained from the Exchange Agent. Holders are urged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

If backup withholding applies, the Exchange Agent is required to withhold 28% of any reportable payments to be made to the holder or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service provided the required information is furnished. The Exchange Agent cannot refund amounts withheld by reason of backup withholding.

A holder who does not have a TIN may check the box in Part 3 of the Substitute Form W-9 if the surrendering holder of Outstanding Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Outstanding Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Paying Agent will withhold 28% of all reportable payments made prior to the time a properly certified TIN is provided to the Paying Agent. The holder of Outstanding Notes is required to give to the Exchange Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Outstanding Notes. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH OUTSTANDING NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

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EX-99.2

Exhibit 99.2

Associated Materials, LLC

AMH New Finance, Inc.

OFFER TO EXCHANGE

Up to $730,000,000 aggregate principal amount of their 9.125% Senior Secured Notes due 2017, which have been registered under the Securities Act of 1933, as amended, for any and all of their outstanding 9.125% Senior Secured Notes due 2017

          , 2011

To Our Clients:

Enclosed for your consideration is a Prospectus, dated          , 2011 (as amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer by Associated Materials, LLC, a Delaware limited liability company, and AMH New Finance, Inc., a Delaware corporation (together, the “Company”), and certain subsidiaries of the Company to exchange (the “Exchange Offer”) up to $730,000,000 aggregate principal amount of 9.125% Senior Secured Notes due 2017 issued by the Company that have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”), for any and all of the outstanding 9.125% Senior Secured Notes due 2017 of the Company that were originally sold pursuant to a private offering (the “Outstanding Notes”), upon the terms and subject to the conditions of the Prospectus and the Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that (i) the Exchange Notes are freely tradable, (ii) the Exchange Notes have been registered under the Securities Act, (iii) the Exchange Notes are not entitled to any registration rights that are applicable to the Outstanding Notes under the registration rights agreement and (iv) the provisions of the registration rights agreement that provide for payment of additional amounts upon a registration default are no longer applicable. The Company will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. (NEW YORK CITY TIME) ON          , 2011, UNLESS THE COMPANY EXTENDS THE EXCHANGE OFFER (THE “EXPIRATION DATE”).

The enclosed materials are being forwarded to you as the beneficial owner of Outstanding Notes held by us for your account but not registered in your name. A tender of such Outstanding Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Outstanding Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender their Outstanding Notes in the Exchange Offer.

Accordingly, we request instructions as to whether you wish to tender any or all such Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the Prospectus and Letter of Transmittal. If you wish to have us tender any or all of your Outstanding Notes, please so instruct us by completing, signing and returning to us the instruction form that appears below. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us as to whether or not to tender your Outstanding Notes.

Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Outstanding Notes on your behalf in accordance with the provisions of the Exchange Offer. Tenders of Outstanding Notes may be withdrawn at any time prior to the Expiration Date.

IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR OUTSTANDING NOTES, PLEASE SO INSTRUCT US BY COMPLETING, SIGNING AND RETURNING TO US THE INSTRUCTION FORM BELOW.

The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Outstanding Notes held by us and registered in our name for your account or benefit.

If we do not receive written instructions in accordance with the below and the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Outstanding Notes in your account.

We also request that you confirm that we may, on your behalf, make the representations contained in the Letter of Transmittal that are to be made with respect to you as the beneficial owner of the Outstanding Notes.

PLEASE CAREFULLY REVIEW THE ENCLOSED MATERIAL AS YOU CONSIDER THE EXCHANGE OFFER.

INSTRUCTIONS

General:  If you are the beneficial owner of 9.125% Senior Secured Notes due 2017, please read and follow the instructions under the heading “Instructions to Registered Holder and/or DTC Participant from Beneficial Owner” below.

Instructions to Registered Holder and/or DTC Participant from Beneficial Owner

The undersigned beneficial owner acknowledges receipt of your letter and the accompanying Prospectus dated          , 2011 (as amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer by Associated Materials, LLC and AMH New Finance, Inc. (together, the “Company”) and certain subsidiaries of the Company (the “Guarantors”) to exchange (the “Exchange Offer”) up to $730,000,000 aggregate principal amount of 9.125% Senior Secured Notes due 2017 issued by the Company that have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”), for any and all of the outstanding 9.125% Senior Secured Notes due 2017 of the Company that were originally sold pursuant to a private offering (the “Outstanding Notes”), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus and the Letter of Transmittal.

This will instruct you, the registered holder, to tender the principal amount of the Outstanding Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

Principal Amount of Outstanding Notes	Principal Amount of Outstanding Notes
Held For Account Holder(s)	To be Tendered*

* Unless otherwise indicated, the entire principal amount of Outstanding Notes held for the account of the undersigned will be tendered.

If the undersigned instructs you to tender the Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Outstanding Notes, including but not limited to the representations that the undersigned (i) is not an “affiliate”, as defined in Rule 405 under the Securities Act, of the Company or the Guarantors, (ii) is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes, (iii) is acquiring the Exchange Notes in the ordinary course of its business and (iv) is not a broker-dealer tendering Outstanding Notes acquired for its own account directly from the Company. If a holder of the Outstanding Notes is an affiliate of the Company, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act and must comply with such requirements in connection with any secondary resale transaction.

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SIGN HERE

Dated:

Signature(s):

Print Name(s):

Address:

(Please include Zip Code)

Telephone Number:

(Please include Area Code)

Taxpayer Identification Number or Social Security Number:

My Account Number With You:

3

EX-99.3

Exhibit 99.3

Associated Materials, LLC

AMH New Finance, Inc.

OFFER TO EXCHANGE

Up to $730,000,000 aggregate principal amount of their 9.125% Senior Secured Notes due 2017, which have been registered under the Securities Act of 1933, as amended, for any and all of their outstanding 9.125% Senior Secured Notes due 2017

          , 2011

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

As described in the enclosed Prospectus, dated          , 2011 (as amended or supplemented from time to time, the “Prospectus”), and Letter of Transmittal (the “Letter of Transmittal”), Associated Materials, LLC, a Delaware limited liability company, and AMH New Finance, Inc., a Delaware corporation (together, the “Company”), and certain subsidiaries of the Company are offering to exchange (the “Exchange Offer”) up to $730,000,000 aggregate principal amount of 9.125% Senior Secured Notes due 2017 issued by the Company that have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”), for any and all of the outstanding 9.125% Senior Secured Notes due 2017 of the Company that were originally sold pursuant to a private offering (the “Outstanding Notes”), upon the terms and subject to the conditions of the Prospectus and the Letter of Transmittal. The terms of the Exchange Notes are substantially identical (including in principal amount, accretion and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that (i) the Exchange Notes are freely tradable, (ii) the Exchange Notes have been registered under the Securities Act, (iii) the Exchange Notes are not entitled to any registration rights that are applicable to the Outstanding Notes under the registration rights agreement and (iv) the provisions of the registration rights agreement that provide for payment of additional amounts upon a registration default are no longer applicable. The Company will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OUTSTANDING NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE OR WHO HOLD OUTSTANDING NOTES REGISTERED IN THEIR OWN NAMES. PLEASE BRING THE EXCHANGE OFFER TO THEIR ATTENTION AS PROMPTLY AS POSSIBLE. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. (NEW YORK CITY TIME) ON          , 2011 UNLESS THE COMPANY EXTENDS THE EXCHANGE OFFER (THE “EXPIRATION DATE”).

Enclosed are copies of the following documents:

1. A form of letter, including a letter of instructions to a registered holder from a beneficial owner, which you may use to correspond with your clients for whose accounts you hold Outstanding Notes registered in your name or the name of your nominee, with space provided for obtaining the client’s instructions regarding the Exchange Offer;

2. The Prospectus;

3. The Letter of Transmittal for your use in connection with the tender of Outstanding Notes and for the information of your clients, including a Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (providing information relating to U.S. federal income tax backup withholding); and

4. A form of Notice of Guaranteed Delivery.

Your prompt action is requested. Tendered Outstanding Notes may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to 5:00 p.m. (New York City time) on the Expiration Date.

To participate in the Exchange Offer, certificates for Outstanding Notes, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, or a timely confirmation of a book-entry transfer of such Outstanding Notes into the account of Wells Fargo Bank, National Association (the “Exchange Agent”), at The Depository Trust Company, with any required signature guarantees, and any other required documents, must be received by the Exchange Agent by the Expiration Date as indicated in the Prospectus and the Letter of Transmittal.

The Company will not pay any fees or commissions to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of the Outstanding Notes pursuant to the Exchange Offer. However, the Company will pay or cause to be paid any transfer taxes, if any, applicable to the tender of the Outstanding Notes to it or its order, except as otherwise provided in the Prospectus and Letter of Transmittal.

If holders of the Outstanding Notes wish to tender, but it is impracticable for them to forward their Outstanding Notes prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus and in the Letter of Transmittal.

Any inquiries you may have with respect to the Exchange Offer should be addressed to the Exchange Agent at its address and telephone number set forth in the enclosed Prospectus and Letter of Transmittal. Additional copies of the enclosed material may be obtained from the Exchange Agent.

Very truly yours,

Associated Materials, LLC

AMH New Finance, Inc.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.

2

EX-99.4

Exhibit 99.4

Associated Materials, LLC

AMH New Finance, Inc.

NOTICE OF GUARANTEED DELIVERY

OFFER TO EXCHANGE

Up to $730,000,000 aggregate principal amount of their 9.125% Senior Secured Notes due 2017, which have been registered under the Securities Act of 1933, as amended, for any and all of their outstanding 9.125% Senior Secured Notes due 2017

This form, or one substantially equivalent hereto, must be used to accept the Exchange Offer made by Associated Materials, LLC, a Delaware limited liability company, and AMH New Finance, Inc., a Delaware corporation (together, the “Company”), and certain subsidiaries of the Company, pursuant to the Prospectus, dated          , 2011 (as amended or supplemented from time to time, the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”) if the certificates for the Outstanding Notes are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to 5:00 p.m. (New York City time) on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to Wells Fargo Bank, National Association (the “Exchange Agent”) as set forth below. In addition, in order to utilize the guaranteed delivery procedures to tender the Outstanding Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Expiration Date of the Exchange Offer. Capitalized terms not defined herein have the meanings ascribed to them in the Letter of Transmittal.

The Exchange Agent is:

Wells Fargo Bank, National Association

By Overnight Courier or Mail:	By Registered or Certified Mail:	By Hand:
Wells Fargo Bank, National Association Corporate Trust Operations MAC #N9303-121 6th & Marquette Avenue Minneapolis, MN 55479	Wells Fargo Bank, National Association Corporate Trust Operations MAC #N9303-121 P.O. Box 1517 Minneapolis, MN 55480 (if by mail, registered or certified recommended)	Wells Fargo Bank, National Association Corporate Trust Services Northstar East Bldg. — 12th Floor 608 2nd Avenue South Minneapolis, MN 55402

By Facsimile:	To Confirm by Telephone:
(612) 667-6282 Attn: Bondholder Communications	(800) 344-5128; or (612) 667-9764 Attn: Bondholder Communications

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space in Box 8 provided on the Letter of Transmittal for Guarantee of Signatures.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Outstanding Notes indicated below, pursuant to the guaranteed delivery procedures described in “The exchange offer — Guaranteed delivery procedures” section of the Prospectus.

	Aggregate Principal
	Amount	Aggregate Principal
Certificate Number(s) (if known) of Outstanding Notes	Represented by	Amount of Outstanding
or Account Number at Book-Entry Transfer Facility	Outstanding Notes	Notes Being Tendered

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PLEASE COMPLETE AND SIGN

(Signature(s) of Record Holder(s))

(Please Type or Print Name(s) of Record Holder(s))

Dated:

Address:

(Zip Code)

(Daytime Area Code and Telephone No.)

o   Check this Box if the Outstanding Notes will be delivered by book-entry transfer to The Depository Trust Company.

Account Number:

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THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)

The undersigned, a member of a recognized signature medallion program or an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby (a) represents that the above person(s) “own(s)” the Outstanding Notes tendered hereby within the meaning of Rule 14e-4(b)(2) under the Exchange Act, (b) represents that the tender of those Outstanding Notes complies with Rule 14e-4 under the Exchange Act, and (c) guarantees to deliver to the Exchange Agent, at its address set forth in the Notice of Guaranteed Delivery, the certificates representing all tendered Outstanding Notes, in proper form for transfer, or a book-entry confirmation (a confirmation of a book-entry transfer of the Outstanding Notes into the Exchange Agent’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three (3) New York Stock Exchange trading days after the Expiration Date.

Name of Firm:

(Authorized Signature)

Address:

(Zip Code)

Area Code and Telephone No.:

Name:

(Please Type or Print)

Title:

Dated:

NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1.   Delivery of this Notice of Guaranteed Delivery.

A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth on the cover page hereof prior to the Expiration Date of the Exchange Offer. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the holders and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service, properly insured. In all cases sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see Instruction 2 of the Letter of Transmittal. No Notice of Guaranteed Delivery should be sent to the Company.

2.   Signatures on this Notice of Guaranteed Delivery.

If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Notes referred to herein, the signatures must correspond with the name(s) written on the face of the Outstanding Notes without alteration, addition, enlargement, or any change whatsoever.

If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Notes listed, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appear(s) on the Outstanding Notes without alteration, addition, enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company of their authority so to act must be submitted with this Notice of Guaranteed Delivery.

3.   Questions and Requests for Assistance or Additional Copies.

Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address set forth on the cover hereof. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

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