EXHIBIT 4.6 FIRST SUPPLEMENTAL INDENTURE DATED AS OF APRIL 4, 2002First Supplemental Indenture • July 3rd, 2002 • Associated Materials Inc • Plastics products, nec • New York
EXHIBIT 4.3 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE, dated as of May 10, 2002, among Associated Materials Incorporated, a Delaware corporation (the "Company"), AMI Management Company, a Delaware business trust ("AMC"), Wilmington Trust Company,...Supplemental Indenture • July 3rd, 2002 • Associated Materials Inc • Plastics products, nec • New York
By and AmongStockholders Agreement • December 7th, 2004 • Associated Materials Inc • Plastics products, nec • New York
EXHIBIT 4.1 ASSOCIATED MATERIALS INCORPORATED 9 3/4% SENIOR SUBORDINATED NOTES DUE 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2002 • Associated Materials Inc • Plastics products, nec • New York
3- 4 Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or...Underwriting Agreement • January 30th, 1998 • Associated Materials Inc • Plastics products, nec • New York
1 EXHIBIT 10.1 THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND WAIVER THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is made as of the 21st day of May, 1999, by and...Loan and Security Agreement • August 13th, 1999 • Associated Materials Inc • Plastics products, nec • Ohio
EXHIBIT 10.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT,Credit Agreement • December 23rd, 2004 • Associated Materials Inc • Plastics products, nec • New York
WITNESSETH:Employment Agreement • May 16th, 2006 • Associated Materials Inc • Plastics products, nec • New York
EXHIBIT 10.20 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated as of August 21, 2002, by and between ASSOCIATED MATERIALS INCORPORATED, a Delaware corporation (the "Company"), and ROBERT M. FRANCO, an individual residing in the...Employment Agreement • October 10th, 2002 • Associated Materials Inc • Plastics products, nec • New York
amongCredit Agreement • July 3rd, 2002 • Associated Materials Inc • Plastics products, nec • New York
WITNESSETH:Employment Agreement • April 2nd, 2004 • Associated Materials Inc • Plastics products, nec • New York
WITNESSETH:Second Supplemental Indenture • April 2nd, 2004 • Associated Materials Inc • Plastics products, nec • New York
EXHIBIT 10.15 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated as of August 21, 2002, by and between ASSOCIATED MATERIALS INCORPORATED, a Delaware corporation (the "Company"), and D. KEITH LAVANWAY, an individual residing in the...Employment Agreement • September 12th, 2002 • Associated Materials Inc • Plastics products, nec • New York
Exhibit (d)(1) AGREEMENT AND PLAN OF MERGERMerger Agreement • March 22nd, 2002 • Associated Materials Inc • Plastics products, nec • Delaware
2 3 advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective.Underwriting Agreement • January 30th, 1998 • Associated Materials Inc • Plastics products, nec • New York
EXHIBIT (e)(10) MEMORANDUM OF UNDERSTANDING BETWEEN MICHAEL CAPORALE, JR., AND HARVEST/AMI HOLDINGS INC. RELATING TO TERMS OF EMPLOYMENT AND STOCK PARTICIPATION By executing this Memorandum of Understanding, Harvest/AMI Holdings Inc. ("Buyer") and...Memorandum of Understanding • March 22nd, 2002 • Associated Materials Inc • Plastics products, nec
By executing this Memorandum of Understanding, Harvest/AMI Holdings Inc. ("Buyer") and Michael Caporale, Jr. (the "Executive"), agree before the closing of the tender offer by a wholly-owned subsidiary of Buyer ("Sub") for the common stock of Associated Materials Incorporated (the "Company"), as more fully described in the Agreement and Plan of Merger among Buyer, Sub, and the Company, dated as of March , 2002 (the "Merger Agreement"), to sign definitive documents incorporating the terms set forth below.
W I T N E S S E T H:Stock Purchase Agreement • September 12th, 2003 • Associated Materials Inc • Plastics products, nec • Delaware
EXHIBIT 10.4 AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT, dated as of December 22, 2004 (as amended, supplemented, amended and restated or otherwise modified from time to time, this "Amendment"), is made by and among ASSOCIATED MATERIALS...Amendment Agreement • December 23rd, 2004 • Associated Materials Inc • Plastics products, nec
EXHIBIT 10.5 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT (this "Agreement"), dated as of April 19, 2002, is by Associated Materials Incorporated, a Delaware corporation (the "Company"), and certain of the Company's subsidiaries as set forth on the...Assumption Agreement • July 3rd, 2002 • Associated Materials Inc • Plastics products, nec • New York
among SIMON ACQUISITION CORP., a Delaware corporation, as Borrower, andBridge Loan Agreement • April 15th, 2002 • Associated Materials Inc • Plastics products, nec
ARTICLE II GUARANTY PROVISIONSSubsidiary Guaranty • July 3rd, 2002 • Associated Materials Inc • Plastics products, nec
SIMON ACQUISITION CORP.Joint Filing Agreement • March 25th, 2002 • Associated Materials Inc • Plastics products, nec
This confirms the agreement by and between the undersigned that the Statement on Schedule 13D (the "Statement") filed on or about this date with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.0025, of Associated Materials Incorporated, a Delaware corporation, is being filed on behalf of each of the undersigned.
andIndenture • May 11th, 1998 • Associated Materials Inc • Plastics products, nec • Texas
Exhibit 10.11 MANAGEMENT AGREEMENT MANAGEMENT AGREEMENT (the "Agreement"), dated as of April 19, 2002, by and between Harvest Partners, Inc. ("Harvest"), a New York corporation, and Associated Materials Incorporated (the "Company"), a Delaware...Management Agreement • July 3rd, 2002 • Associated Materials Inc • Plastics products, nec • New York
Exhibit 2.1 STOCK PURCHASE AGREEMENT by and among THE GENSTAR STOCKHOLDERS LISTED ON SCHEDULE I HERETO ONTARIO TEACHERS' PENSION PLAN BOARDStock Purchase Agreement • July 31st, 2003 • Associated Materials Inc • Plastics products, nec • Delaware
RECITALS:Severance Agreement • March 5th, 2002 • Associated Materials Inc • Plastics products, nec • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2009 • Associated Materials, LLC • Plastics products, nec • New York
This REGISTRATION RIGHTS AGREEMENT dated November 5, 2009 (the “Agreement”) is entered into by and among Associated Materials, LLC, a Delaware limited liability company (the “Company”), Associated Materials Finance, Inc. (“Associated Finance” and, together with the Company, the “Issuers”), the subsidiary guarantors listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”), as representative of the several initial purchasers named in Schedule 1 to this Agreement (collectively, the “Initial Purchasers”).
EXHIBIT 10.19 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated as of August 21, 2002, by and between ASSOCIATED MATERIALS INCORPORATED, a Delaware corporation (the "Company"), and KENNETH L. BLOOM, an individual residing in the...Employment Agreement • October 10th, 2002 • Associated Materials Inc • Plastics products, nec • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2010 • Associated Materials, LLC • Plastics products, nec • New York
EMPLOYMENT AGREEMENT (this “Agreement”), originally dated as of August 21, 2006, amended and restated in its entirety, as of April 1, 2008, and further amended and restated in its entirety as of February 17, 2010, and further amended and restated in its entirety as of April 15, 2010 (the “Restatement Date”), by and between ASSOCIATED MATERIALS LLC, a Delaware limited liability company (as successor to Associated Materials Incorporated, a Delaware corporation) (the “Company”), and a wholly owned indirect subsidiary of AMH Holdings II, Inc., a Delaware corporation (“AMH II”), and THOMAS CHIEFFE, an individual residing in the State of Ohio (the “Executive”).
EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 29, 2003,Credit Agreement • April 2nd, 2004 • Associated Materials Inc • Plastics products, nec • New York
AMENDMENT NO. 1 This Amendment No. 1 (this "Amendment") is dated as of February 1, 2006 and is to the Second Amended and Restated Credit Agreement, dated as of December 22, 2004 (the "Credit Agreement"), by and among, ASSOCIATED MATERIALS...Credit Agreement • February 6th, 2006 • Associated Materials Inc • Plastics products, nec • New York
WITNESSETH:Stock Disposition Agreement • May 1st, 2001 • Associated Materials Inc • Plastics products, nec • New York
EXHIBIT 10.8 AGREEMENT FOR MANAGEMENT ADVISORY, STRATEGIC PLANNING AND CONSULTING SERVICES THIS AGREEMENT is made effective as of the 22nd day of December, 2004 (the "Effective Date"), by and between Investcorp International Inc., a Delaware...Management Advisory Agreement • December 22nd, 2004 • Associated Materials Inc • Plastics products, nec • New York
Roll-Over Option ASSOCIATED MATERIALS HOLDINGS INC. STOCK OPTION AWARD AGREEMENT This Stock Option Award Agreement (this "Agreement"), dated September 4, 2002, is made between Associated Materials Holdings Inc. (the "Company") and Michael J. Caporale,...Stock Option Award Agreement • October 10th, 2002 • Associated Materials Inc • Plastics products, nec • New York
ASSOCIATED MATERIALS, LLC and ASSOCIATED MATERIALS FINANCE, INC. as Issuers THE SUBSIDIARY GUARANTORS INDENTURE 9.875% Senior Secured Second Lien Notes due 2016 Dated as of November 5, 2009 DEUTSCHE BANK TRUST COMPANY AMERICAS TrusteeIndenture • November 6th, 2009 • Associated Materials, LLC • Plastics products, nec • New York
INDENTURE dated as of November 5, 2009, among ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (the “Company”), ASSOCIATED MATERIALS FINANCE, INC., a Delaware corporation (formerly known as Alside, Inc.) (“Associated Finance” and, together with the Company, the “Issuers”), the Subsidiary Guarantors and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (the “Trustee”).
