EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2011 • Associated Materials, LLC • Plastics products, nec • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 13, 2010 (the “Commencement Date”), is made by and between Associated Materials LLC, a Delaware limited liability company (the “Company”), and Thomas N. Chieffe (“Executive”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 1st, 2011 • Associated Materials, LLC • Plastics products, nec • New York
This INTERCREDITOR AGREEMENT is dated as of October 13, 2010, and entered into by and between UBS AG, Stamford Branch, in its capacity as collateral agent under the Revolving Loan Documents (as defined below), including its successors and assigns in such capacity from time to time (“Revolving Collateral Agent”), and Wells Fargo Bank, National Association, in its capacity as collateral agent under the Indenture and Notes Collateral Documents (as defined below), including its successors and assigns in such capacity from time to time (“Notes Collateral Agent”).
REGISTRATION RIGHTS AGREEMENT Dated as of October 13, 2010 Among CAREY ACQUISITION CORP. CAREY NEW FINANCE, INC. ASSOCIATED MATERIALS, LLC THE GUARANTORS NAMED HEREIN and DEUTSCHE BANK SECURITIES INC. UBS SECURITIES LLC and BARCLAYS CAPITAL INC....Registration Rights Agreement • April 1st, 2011 • Associated Materials, LLC • Plastics products, nec • New York
This Registration Rights Agreement (this “Agreement”) is dated as of October 13, 2010, among CAREY ACQUISITION CORP., a Delaware corporation ( “Merger Sub”), CAREY NEW FINANCE, INC., a Delaware corporation (“Finance Sub”), ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (“AMLLC”), and the guarantors listed on the signature pages hereto, (each, a “Guarantor”, and collectively, the “Guarantors”). References to the “Company” refer to (x) before consummation of the Mergers (as defined in the Purchase Agreement (as defined below)), Merger Sub, and (y) after consummation of the Mergers, AMLLC. References to the “Company Issuers” refer to the Company and the Finance Sub on a joint and several basis. The Company Issuers and the Guarantors are collectively referred to as the “Issuers”, and DEUTSCHE BANK SECURITIES INC., as representative (the “Representative”) of the several initial purchasers (the “Initial Purchasers”) named on Schedule II to the Purchase Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 1st, 2011 • Associated Materials, LLC • Plastics products, nec • Delaware
This Indemnification Agreement is dated as of _____, 2011 (this “Agreement”) and is between AMH Investment Holdings Corp., a Delaware corporation formerly known as Carey Investment Holdings Corp. (“Holdings”), AMH Intermediate Holdings Corp., a Delaware corporation formerly known as Carey Intermediate Holdings Corp. (“Intermediate”), and Associated Materials, LLC, a Delaware limited liability company (“Associated,” and together with Holdings and Intermediate, the “Companies”), and _____ (“Indemnitee”).
STOCK OPTION AGREEMENT Time Vesting OptionStock Option Agreement • April 1st, 2011 • Associated Materials, LLC • Plastics products, nec • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”), made by and between Carey Investment Holdings Corp., a Delaware corporation (the “Company”), and _____ (the “Optionee”), is effective as of October 13, 2010 (the “Grant Date”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Carey Investment Holdings Corp. 2010 Stock Incentive Plan (the “Plan”).
US PLEDGE AGREEMENTPledge Agreement • April 1st, 2011 • Associated Materials, LLC • Plastics products, nec • New York
US PLEDGE AGREEMENT, dated as of October 13, 2010 (this “Agreement”), among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“Holdings”), ASSOCIATED MATERIALS, LLC, a Delaware limited liability company ( the “Company”), and each of the subsidiaries of the Company listed on Schedule 1 hereto (each such subsidiary, individually, a “US Subsidiary Pledgor” and, collectively, the “US Subsidiary Pledgors”; and, together with Holdings and the Company, collectively, the “US Pledgors”), and UBS AG, STAMFORD BRANCH, as US collateral agent for the Secured Parties (as defined below) (in such capacity, together with its successors in such capacity, the “US Collateral Agent”).
NOTES SECURITY AGREEMENTNotes Security Agreement • April 1st, 2011 • Associated Materials, LLC • Plastics products, nec • New York
NOTES SECURITY AGREEMENT, dated as of October 13, 2010 (this “Agreement”), among ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (the “Company”), and each of the subsidiaries of the Company listed on Annex A hereto (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and, together with the Company, collectively, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as notes collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Notes Collateral Agent”).
CANADIAN SECURITY AGREEMENTCanadian Security Agreement • April 1st, 2011 • Associated Materials, LLC • Plastics products, nec • Ontario
CANADIAN SECURITY AGREEMENT, dated as of October 13, 2010 (this “Agreement”), among ASSOCIATED MATERIALS CANADA LIMITED, an Ontario corporation (“Associated”), GENTEK CANADA HOLDINGS LIMITED, an Ontario corporation (“Gentek”), and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP, an Ontario limited partnership, by its general partner, Gentek (“LP”), each of the subsidiaries listed of the Canadian Borrowers on Annex A hereto (each such subsidiary, individually, a “Canadian Subsidiary Grantor” and, collectively, the “Canadian Subsidiary Grantors”; and, together with the Associated, Gentek and LP, collectively, the “Canadian Grantors”), and UBS AG CANADA BRANCH, as Canadian collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Canadian Collateral Agent”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ASSOCIATED MATERIALS, LLCLimited Liability Company Agreement • April 1st, 2011 • Associated Materials, LLC • Plastics products, nec
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Associated Materials, LLC (the “Company”) is entered into and effective on the 13th day of October, 2010, by Carey Intermediate Holdings, Inc., a Delaware Company, as member (the “Member”).
CANADIAN PLEDGE AGREEMENTCanadian Pledge Agreement • April 1st, 2011 • Associated Materials, LLC • Plastics products, nec
CANADIAN PLEDGE AGREEMENT, dated as of October 13, 2010 (this “Agreement”), by ASSOCIATED MATERIALS CANADA LIMITED (“Associated”), an Ontario Corporation, GENTEK CANADA HOLDINGS LIMITED (“Gentek”), an Ontario Corporation and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP, an Ontario limited partnership, by its general partner, Gentek (“LP”), each of the subsidiaries listed on Schedule 1 hereto (each such subsidiary, individually, a “Canadian Subsidiary Pledgor” and, collectively, the “Canadian Subsidiary Pledgors”; and, together with Associated, Gentek and LP, the “Canadian Pledgors”), and UBS AG CANADA BRANCH, as Canadian Collateral Agent for the Secured Parties (as defined below) (in such capacity, together with its successors in such capacity, the “Canadian Collateral Agent”).
CANADIAN GUARANTEECanadian Guarantee • April 1st, 2011 • Associated Materials, LLC • Plastics products, nec • Ontario
CANADIAN GUARANTEE, dated as of October 13, 2010 (this “Canadian Guarantee”), made among ASSOCIATED MATERIALS CANADA LIMITED, an Ontario corporation (“Associated”), GENTEK CANADA HOLDINGS LIMITED, an Ontario corporation (“Gentek”), and GENTEK BUILDING PRODUCTS LIMITED PARTNERSHIP, an Ontario limited partnership, by its general partner, Gentek (“LP”; and together with Associated and Gentek, the “Canadian Grantors”, and each, a “Canadian Grantor”), each of the subsidiaries listed on Annex A hereto (each such subsidiary, individually, a “Canadian Subsidiary Guarantor” and, collectively, the “Canadian Subsidiary Guarantors”; and, together with the Canadian Grantors, collectively, the “Canadian Guarantors”), and UBS AG CANADA BRANCH, as Canadian collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Canadian Collateral Agent”).
STOCK OPTION AGREEMENT Performance Vesting OptionStock Option Agreement • April 1st, 2011 • Associated Materials, LLC • Plastics products, nec • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”), made by and between Carey Investment Holdings Corp., a Delaware corporation (the “Company”), and _____ (the “Optionee”), is effective as of October 13, 2010 (the “Grant Date”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Carey Investment Holdings Corp. 2010 Stock Incentive Plan (the “Plan”).
CANADIAN PLEDGE AGREEMENTCanadian Pledge Agreement • April 1st, 2011 • Associated Materials, LLC • Plastics products, nec
CANADIAN PLEDGE AGREEMENT, dated as of October 13, 2010 (this “Agreement”), among GENTEK BUILDING PRODUCTS, INC., a Delaware company (the “Pledgor”), and UBS AG, STAMFORD BRANCH, as US collateral agent for the Secured Parties (as defined below) (in such capacity, together with its successors in such capacity, the “US Collateral Agent”).
US SECURITY AGREEMENTUs Security Agreement • April 1st, 2011 • Associated Materials, LLC • Plastics products, nec • New York
US SECURITY AGREEMENT, dated as of October 13, 2010 (this “Agreement”), among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“Holdings”), ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (the “Company”), and each of the subsidiaries of the Company listed on Annex A hereto (each such subsidiary, individually, a “US Subsidiary Grantor” and, collectively, the “US Subsidiary Grantors”; and, together with Holdings and the Company, collectively, the “US Grantors”), and UBS AG, STAMFORD BRANCH, as US collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “US Collateral Agent”).
US GUARANTEEUs Guarantee • April 1st, 2011 • Associated Materials, LLC • Plastics products, nec • New York
US GUARANTEE, dated as of October 13, 2010 (this “US Guarantee”), made among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“Holdings”), ASSOCIATED MATERIALS, LLC, a Delaware limited liability company (the “Company”), and each of the Subsidiaries of the Company listed on Annex A hereto (each such subsidiary, individually, a “US Subsidiary Guarantor” and, collectively, “US Subsidiary Guarantors”; and together with Holdings and the Company, collectively, the “US Guarantors”), and UBS AG, STAMFORD BRANCH, as US collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “US Collateral Agent”).
STOCKHOLDERS AGREEMENT Dated as of October 13, 2010 By and Among CAREY INVESTMENT HOLDINGS CORP., CAREY INTERMEDIATE HOLDINGS CORP., ASSOCIATED MATERIALS, LLC and THE STOCKHOLDERS SIGNATORY HERETOStockholders Agreement • April 1st, 2011 • Associated Materials, LLC • Plastics products, nec • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of October 13, 2010, by and among Carey Investment Holdings Corp., a Delaware corporation (together with its successors and assigns, the “Company”), Carey Intermediate Holdings Corp., a Delaware corporation (together with its successors and assigns, “Holdings”), Associated Materials, LLC, a Delaware limited liability company, Hellman & Friedman Capital Partners VI, L.P., a Delaware limited partnership (“H&F VI”), Hellman & Friedman Capital Partners VI (Parallel), L.P., a Delaware limited partnership (“H&F VI Parallel”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (“H&F Executives VI”), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (“H&F Associates VI”), certain stockholders and holders of Options of the Company listed on the Executive Signature Page hereto (collectively, the “Executives”) and any other stockholder or holder of Options of the Company who from time
NOTES PLEDGE AGREEMENTNotes Pledge Agreement • April 1st, 2011 • Associated Materials, LLC • Plastics products, nec • New York
WHEREAS, Carey Acquisition Corp. (“Merger Sub”), a Delaware corporation, which is to be merged with and into the Company, Carey New Finance, Inc., a Delaware corporation (the “Co-Issuer” and, together with Merger Sub and the Company, the “Issuers”), have entered into that certain Indenture dated as of the date hereof by and among the Issuers, the Guarantors from time to time signatory thereto, the Notes Collateral Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Trustee on behalf of the holders of the Notes (as defined below) (the “Holders”) (as from time to time amended, restated, supplemented or otherwise modified, the “Indenture”), pursuant to which Issuer is issuing $730,000,000 aggregate principal amount of 9.125% Senior Secured Notes due 2017 (together with any Additional Notes issued under the Indenture, and any Exchange Notes, the “Notes”);
