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”).
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”).
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AND CONSENTLoan and Security Agreement • November 6th, 2009 • Associated Materials, LLC • Plastics products, nec • New York
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AND CONSENT, dated as of October 23, 2009 (this “Amendment No. 2”), by and among Wachovia Bank, National Association, a national banking association, in its capacity as administrative agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, “Agent”), certain of the parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Associated Materials, LLC, a Delaware limited liability company (“Associated”), Gentek Building Products, Inc., a Delaware corporation (“Gentek”), Associated Materials Canada Limited formerly known as Gentek Building Products Limited, a corporation incorporated under the laws of the Province of Ontario, Canada (“Associated Canada”), and Gentek Building Products Limited Partnership, an Ontario limited partnership (“GBPLP”, and together with Associated, GBPI and Associated Canada, collectively “Borr
ContractSecurity Agreement • November 6th, 2009 • Associated Materials, LLC • Plastics products, nec • New York
Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of November 5, 2009 (as amended, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Wachovia Bank, National Association, as First Lien Agent, Deutsche Bank Trust Company Americas, as Original Second Lien Agent and Second Lien Collateral Agent, any Additional Second Lien Agent and the Grantors hereunder from time to time. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.
