Registration Rights Agreement



 Exhibit 4.4 
 REGISTRATION RIGHTS AGREEMENT 
 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”). 
 The Issuers, the Guarantors and
JPMorgan, on behalf of itself and the Initial Purchasers, are parties to the Purchase Agreement dated October 29, 2009 (the “Purchase Agreement”), which provides for the sale by the Issuers to the Initial Purchasers of $200,000,000
aggregate principal amount of the Issuers’ 9.875% Senior Secured Second Lien Notes due 2016 (the “Securities”) which will be guaranteed on a senior secured basis by each of the Guarantors. As an inducement to the Initial Purchasers to
enter into the Purchase Agreement, the Issuers and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this
Agreement is a condition to the closing under the Purchase Agreement. 
 In consideration of the foregoing, the parties hereto
agree as follows: 
 1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

 “Additional Guarantor” shall mean any subsidiary of the Issuers that executes a supplemental indenture whereby such
subsidiary becomes a “Subsidiary Guarantor” under the Indenture after the date of this Agreement. 
 “Business
Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. 
 “Company” shall have the meaning set forth in the preamble and shall also include the Company’s successors. 
 “Deferral Period” shall have the meaning set forth in Section 3(c). 







 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from
time to time. 
 “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof. 
 “Exchange Offer” shall mean the exchange offer by the Issuers and the Guarantors of Exchange Securities for Registrable Securities
pursuant to Section 2(a) hereof. 
 “Exchange Offer Registration” shall mean a registration under the Securities
Act effected pursuant to Section 2(a) hereof. 
 “Exchange Offer Registration Statement” shall mean an exchange
offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all
exhibits thereto and any document incorporated by reference therein. 
 “Exchange Securities” shall mean senior
secured notes issued by the Issuers and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual
interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. 
 “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Issuers or used or referred to by the Issuers in
connection with the sale of the Securities or the Exchange Securities. 
 “Guarantors” shall have the meaning set
forth in the preamble and shall also include any Guarantor’s successors and any Additional Guarantors. 
 “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the
Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers. 
 “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof. 
 “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof. 
  

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 “Indenture” shall mean the Indenture relating to the Securities dated as of
November 5, 2009 among the Issuers, the Guarantors and Deutsche Bank Trust Company Americas, as trustee, and as the same may be amended from time to time in accordance with the terms thereof. 
 “Initial Purchasers” shall have the meaning set forth in the preamble. 
 “Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof. 
 “Issuer Information” shall have the meaning set forth in Section 5(a) hereof. 
 “JPMorgan” shall have the meaning set forth in the preamble. 
 “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable
Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Issuers or any of their affiliates shall
not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Issuers shall issue any additional Securities under the Indenture prior to consummation
of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of
determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained. 
 “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof. 
 “Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. 
 “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part
of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein. 
 “Purchase Agreement” shall have the meaning set forth in the preamble. 
  

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 “Registrable Securities” shall mean the Securities; provided that the Securities
shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration
Statement, (ii) when such Securities have been sold pursuant to Rule 144 under the Securities Act under circumstances in which any legend borne by the Securities relating to restrictions on transferability thereof under the Securities Act is
removed, (iii) when such Securities cease to be outstanding or (iv) two years from the date of this Agreement. 
 “Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Issuers and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or Financial
Industry Regulatory Authority registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or
Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration
Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and
compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its
counsel, (vii) the fees and disbursements of counsel for the Issuers and the Guarantors and, in the case of a Shelf Registration Statement, the fees and disbursements (up to $50,000) of one counsel for the Holders (which counsel shall be
selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent public accountants of the Issuers and the Guarantors, including the expenses of any
“comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the
Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. 
 “Registration Statement” shall mean any registration statement of the Issuers and the Guarantors that covers any of the Exchange
Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or
deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. 
  

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 “SEC” shall mean the United States Securities and Exchange Commission. 

“Securities” shall have the meaning set forth in the preamble. 
 “Securities Act” shall mean the Securities Act of 1933, as amended from time to time. 
 “Shelf Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof. 
 “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof. 
 “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof. 
 “Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuers and the Guarantors that covers
all or a portion of the Registrable Securities (but no other securities unless approved by a majority of the Holders whose Registrable Securities are to be covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the
Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part
thereof, all exhibits thereto and any document incorporated by reference therein. 
 “Shelf Request” shall have the
meaning set forth in Section 2(b) hereof. 
 “Subsidiary Guarantees” shall mean the guarantees of the Securities
and Exchange Securities by the Guarantors under the Indenture. 
 “Staff” shall mean the staff of the SEC. 

“Target Registration Date” shall have the meaning set forth in Section 2(d) hereof. 
 “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time. 
 “Trustee” shall mean the trustee with respect to the Securities under the Indenture. 
 “Underwriter” shall have the meaning set forth in Section 3(e) hereof. 
  

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 “Underwritten Offering” shall mean an offering in which Registrable Securities
with an aggregate principal amount of at least $30 million are sold to an Underwriter for reoffering to the public. 
 2.
Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Issuers and the Guarantors shall use their commercially reasonable efforts to (i) cause to
be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective until 180 days after the last
Exchange Date for use by one or more Participating Broker-Dealers. The Issuers and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially
reasonable efforts to complete the Exchange Offer not later than 60 days (or such longer period as required by the federal securities laws) after such effective date. 
 The Issuers and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition
to such other disclosures as are required by applicable law, substantially the following: 
  

	(i)	that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for
exchange; 

  

	(ii)	the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”);


  

	(iii)	that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as
otherwise specified herein; 

  

	(iv)	that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security,
together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, or (B) effect such exchange otherwise in
compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and 

  

	(v)	 that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by (A) sending to the
institution and at the address (located in the Borough of Manhattan, The



  

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City of New York) specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for
exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities.



 As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Issuers
and the Guarantors that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any
Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under
the Securities Act) of the Issuers or any Guarantor and (iv) if such Holder is a Participating Broker-Dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of
market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities. 
 Promptly after the last Exchange Date, the Issuers and the Guarantors shall: 
  

	(i)	accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and 


 

	(ii)	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Issuers and issue, and
cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. 

 The Issuers and the Guarantors shall use their commercially reasonable efforts to complete the Exchange Offer as provided above and shall
comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than (i) that the
Exchange Offer does not violate any applicable law or applicable interpretations of the Staff and (ii) that there has been no action or proceeding instituted or threatened in writing or by any governmental agency with respect to the Exchange
Offer. 
  

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 (b) In the event that (i) the Issuers and the Guarantors determine that the Exchange
Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff,
(ii) the Exchange Offer is not for any other reason completed on or prior to 270 days after the date hereof or (iii) upon receipt of a written request (a “Shelf Request”) from any Initial Purchaser representing that it holds
Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer, the Issuers and the Guarantors shall use their commercially reasonable efforts to cause to be filed as soon as practicable (but in no event more than 60 days)
after such determination, date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective.

 In the event that the Issuers and the Guarantors are required to file a Shelf Registration Statement pursuant to clause
(iii) of the preceding sentence, the Issuers and the Guarantors shall use their commercially reasonable efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all
Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after
completion of the Exchange Offer. 
 The Issuers and the Guarantors agree to use their commercially reasonable efforts to keep
the Shelf Registration Statement continuously effective until all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or otherwise cease to be Registrable Securities (the
“Shelf Effectiveness Period”). The Issuers and the Guarantors further agree to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or
instructions applicable to the registration form used by the Issuers for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities
with respect to information relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the
case may be, to become usable as soon as thereafter practicable. The Issuers and the Guarantors agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

 (c) The Issuers and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to
Section 2(a) or Section 2(b)

  

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hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable
Securities pursuant to the Shelf Registration Statement. 
 (d) An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been
declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act. 
 In the event that either the Exchange Offer is not completed or the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or 2(b)(ii) hereof, does not become effective on or prior to 270 days after the date
hereof (the “Target Registration Date”), the interest rate on the Registrable Securities will be increased by 0.25% per annum (which rate shall be increased by an additional 0.25% per annum for each subsequent 90-day period that
such additional interest continues to accrue, provided that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement, if required hereby,
becomes effective or the Securities become freely tradable under the Securities Act. In the event that the Issuers receive a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby does not
become effective by the later of (x) 270 days after the date hereof or (y) 90 days after the delivery of such Shelf Request (or, if the Shelf Registration Statement is reviewed by the SEC, 120 days after the delivery of such Shelf Request,
provided that the Issuers shall use commercially reasonable efforts to cause the Shelf Registration Statement to become effective within 90 days after delivery of such Shelf Request) (such later date, the “Shelf Additional Interest Date”),
then the interest rate on the Registrable Securities will be increased by 0.25% per annum (which rate shall be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue,
provided that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Shelf Registration Statement becomes effective or the Securities become freely tradable under the Securities Act. 

 If, other than during any Deferral Period, the Shelf Registration Statement, if required hereby, has become effective and
thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or
usable exists for more than 30 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 0.25% per annum (which rate shall be increased by an additional 0.25% per
annum for each

  

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subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) commencing
on the 31st day in such 12-month period and ending on such
date that the Shelf Registration Statement has again become effective or the Prospectus again becomes usable; provided that no such increase in interest rate shall occur as a result of the filing of a post-effective amendment to the Shelf
Registration Statement for such time as is reasonably necessary to incorporate annual audited financial information, quarterly financial information or other required information where such post-effective amendment is not yet effective and needs to
be declared effective to permit Holders to use the Prospectus and the Issuers are using its commercially reasonable efforts to have such post-effective amendment declared effective. 
 (e) Without limiting the remedies available to the Initial Purchasers and the Holders, the Issuers and the Guarantors acknowledge that any
failure by the Issuers or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy
at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Issuers’
and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof. 
 3. Registration Procedures.
(a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Issuers and the Guarantors shall promptly: 
 (i) prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the Issuers and the Guarantors, (y) shall, in the
case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial
statements required by the SEC to be filed therewith; and use their commercially reasonable efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;

 (ii) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be
necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed
pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the
Registrable Securities or Exchange Securities; 
  

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 (iii) to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing
Prospectus that is required to be filed by the Issuers or the Guarantors with the SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not required to be filed; 
 (iv) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Initial Purchasers, to
counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement
thereto, as such Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and the Issuers and the Guarantors consent to the use of such Prospectus,
preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of
the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law; 
 (v) use their commercially reasonable efforts to register or qualify the Registrable Securities under all applicable state securities or
blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement becomes effective; cooperate with such Holders in
connection with any filings required to be made with the Financial Industry Regulatory Authority; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such
jurisdiction of the Registrable Securities owned by such Holder; provided that neither the Issuers nor any Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such
jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so subject;

 (vi) notify counsel for the Initial Purchasers and, in the case of a Shelf Registration, notify each Holder of Registrable
Securities and counsel for such Holders promptly and, if requested by any such Holder or counsel, confirm such advice in writing (A)(1) when a Registration Statement has become effective, when any post-effective amendment thereto has been filed and
becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC or any state securities authority for amendments
and supplements to a Registration Statement, Prospectus or any Free Writing

  

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Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending
the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Issuers of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, if the Issuers or any
Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during
the period a Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus or any Free Writing Prospectus untrue in any material respect or that requires the making of any changes in such
Registration Statement or Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading and (6) of any determination by the Issuers or any Guarantor that a post-effective amendment to a Registration Statement
or any amendment or supplement to the Prospectus or any Free Writing Prospectus would be appropriate; or (B) (ii) upon the occurrence or existence of a possible acquisition or business combination or other transaction, business development
or event involving the Issuers that may require disclosure in the Registration Statement and the Issuers determine in the exercise of their reasonable judgment (and not for the purpose of avoidance of their obligations hereunder) that such
disclosure is not in the best interests of the Issuers and its stockholders, that the availability of the Registration Statement is suspended, provided that such notice shall not require the Issuers to disclose the possible acquisition or business
combination or other transaction, business development or event if the Issuers determine in good faith that such acquisition or business combination or other transaction, business development or event should remain confidential; 
 (vii) use their commercially best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or,
in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendment to such Shelf Registration Statement on the proper form, at the earliest practicable time and provide
immediate notice to each Holder of the withdrawal of any such order or such resolution; 
 (viii) in the case of a Shelf
Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits
thereto, unless requested); 
  

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 (ix) in the case of a Shelf Registration, unless the Registrable Securities shall be in
book-entry only form, cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such
Registrable Securities to be issued in such denominations and registered in such names, consistent with the provisions of the Indenture, as such Holders may reasonably request at least two Business Days prior to the closing of any sale of
Registrable Securities; 
 (x) in the case of a Shelf Registration, upon the occurrence of any event contemplated by
Section 3(a)(vi)(A)(5) hereof, use their commercially reasonable efforts to prepare and file with the SEC a supplement or post-effective amendment to such Shelf Registration Statement or the related Prospectus or any Free Writing Prospectus or
any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus or Free Writing
Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the
Issuers and the Guarantors shall notify the Holders of Registrable Securities to suspend use of the Prospectus or any Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Holders hereby agree to suspend
use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Issuers and the Guarantors have amended or supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct such misstatement or omission;

 (xi) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any
amendment to a Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus (provided, that the foregoing shall not apply to any Form 10-K, Form 10-Q, Form 8-K or other filing under the Securities Exchange Act of
1934, as amended or any other document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus after initial filing of a Registration Statement), provide copies of such document to the Initial
Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable Securities and their counsel) and make such of the representatives of the Issuers and the Guarantors as shall be reasonably requested by
the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) available for discussion of such document at reasonable times and upon reasonable prior notice; and
the Issuers and the Guarantors shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus or a Free
Writing Prospectus(provided, that the

  

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foregoing shall not apply to any Form 10-K, Form 10-Q, Form 8-K or other filing under the Securities Exchange Act of 1934, as amended, or any other document that is to be incorporated by
reference into a Registration Statement, a Prospectus or a Free Writing Prospectus), of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities and their counsel)
shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) shall reasonably object;

 (xii) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the
initial effective date of a Registration Statement; 
 (xiii) cause the Indenture to be qualified under the Trust Indenture Act
in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified
in accordance with the terms of the Trust Indenture Act; and execute, and use their commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required
to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; 
 (xiv) in the case of a Shelf
Registration, make available for inspection by a representative of the Holders of the Registrable Securities (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys
and accountants designated by a majority of the Holders of Registrable Securities to be included in such Shelf Registration and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all
pertinent financial and other records, documents and properties of the Issuers and its subsidiaries, and cause the respective officers, directors and employees of the Issuers and the Guarantors to supply all information reasonably requested by any
such Inspector, Underwriter, attorney or accountant, in each case, as is customary for similar “due diligence” examinations in connection with a Shelf Registration Statement; provided that if any such information is identified by
the Issuers or any Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise
not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or Underwriter); provided further that all information that is provided by the Issuers shall be kept confidential by such persons,
unless disclosure thereof is made in connection with a court, administrative or regulatory proceeding or required by law, or such information is or has become available to the public generally through the Issuers or through a third party without, to
such person’s

  

 14 








 
knowledge, an accompanying obligation of confidentiality owed by such person to the Issuers, or the Issuers consent to the non-confidential treatment of such information; 
 (xv) in the case of a Shelf Registration, use their commercially reasonable efforts to cause all Registrable Securities to be listed on any
securities exchange or any automated quotation system on which similar securities issued or guaranteed by the Issuers or any Guarantor are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable
listing requirements; 
 (xvi) if reasonably requested by any Holder of Registrable Securities covered by a Shelf Registration
Statement, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and make all required filings of such Prospectus supplement or
such post-effective amendment promptly after the Company has received notification of the matters to be so included in such filing; 
 (xvii) in the case of an Underwritten Offering, enter into such customary agreements (including with respect to indemnification of Underwriters) and take all such other actions in connection therewith (including those reasonably requested
by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, (1) to the
extent possible, make such representations and warranties to the Underwriters of such Registrable Securities with respect to the business of the Issuers and its subsidiaries and the Registration Statement, Prospectus, any Free Writing Prospectus and
documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested,
(2) obtain opinions of counsel to the Issuers and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Underwriters and their respective counsel) addressed to each Underwriter of
Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the independent certified public accountants of the Issuers and the Guarantors (and,
if necessary, any other certified public accountant of any subsidiary of the Issuers or any Guarantor, or of any business acquired by the Issuers or any Guarantor for which financial statements and financial data are or are required to be included
in the Registration Statement) addressed to each Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten
offerings, including but not limited to financial information contained in any preliminary prospectus, Prospectus or Free Writing Prospectus and (4) deliver such documents and

  

 15 








 
certificates as may be reasonably requested by the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and
warranties of the Issuers and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement. No person may participate in any Underwritten Offering hereunder
unless such person (i) agrees to sell such person’s Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; and 
 (xviii) so long as any Registrable Securities remain outstanding, cause each Additional Guarantor upon the creation or acquisition by the
Issuers of such Additional Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart to the Initial Purchasers no later than five Business Days following the execution thereof.

 (b) In the case of a Shelf Registration Statement, the Issuers may require each Holder of Registrable Securities to furnish
to the Issuers such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Issuers and the Guarantors may from time to time reasonably request in writing. 
 (c) In the case of a Shelf Registration Statement, each Holder of Registrable Securities covered in such Shelf Registration Statement agrees
that, upon receipt of any notice from the Issuers and the Guarantors of the happening of any event of the kind described in Section 3(a)(vi)(A)(3), 3(a)(vi)(A)(5) or 3(a)(vi)(B) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(x) hereof or until it is
advised in writing by the Issuers that the Prospectus may again be used, and, if so directed by the Issuers and the Guarantors, such Holder will deliver to the Issuers and the Guarantors all copies in its possession, other than permanent file copies
then in such Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Securities that is current at the time of receipt of such notice. The period during which the availability of the Registration
Statement and any Prospectus is suspended pursuant to 3(a)(vi)(B) hereof (the “Deferral Period”) shall not exceed 30 days in any three-month period and not more than 60 days in any 365-day period. 
 (d) If the Issuers and the Guarantors shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration
Statement, other than in respect of a Deferral Period, the Issuers and the Guarantors shall extend the period during which such Registration Statement shall be maintained

  

 16 








 
effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such
Registrable Securities shall have received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions. 
 (e) The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering,
the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such
offering and shall be reasonably acceptable to the Issuers. 
 4. Participation of Broker-Dealers in Exchange Offer.
(a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other
trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with
any resale of such Exchange Securities. 
 The Issuers and the Guarantors understand that it is the Staff’s position that
if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without
naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy
their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. 
 (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Issuers and the Guarantors agree to amend or
supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) of this Agreement), in order to expedite or
facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Issuers and the Guarantors further agree that Participating Broker-Dealers shall
be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4. 
  

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 (c) The Initial Purchasers shall have no liability to the Issuers, any Guarantor or any
Holder with respect to any request that they may make pursuant to Section 4(b) above. 
 5. Indemnification and
Contribution. (a) The Issuers and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls
any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable
legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or
(2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any Free Writing Prospectus or any “issuer information” (“Issuer Information”) filed or required to be filed pursuant to
Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case
except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any
Initial Purchaser or information relating to any Holder furnished to the Issuers in writing through JPMorgan or any selling Holder, respectively, expressly for use therein. 
 (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Issuers, the Guarantors, the Initial Purchasers and
the other selling Holders, the directors of the Issuers and the Guarantors, each officer of the Issuers and the Guarantors who signed the Registration Statement and each Person, if any, who controls the Issuers, the Guarantors, any Initial Purchaser
and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims,
damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Issuers in
writing by such Holder expressly for use in any Registration Statement, any Prospectus and any Free Writing Prospectus. 
 (c)
If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either

  

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paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 5 except to the extent that it has been materially prejudiced (through the
forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than
under this Section 5. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable fees and expenses of such
proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel
reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying
Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more
than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its
affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by JPMorgan, (y) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in
writing by the Majority Holders and (z) in all other cases shall be designated in writing by the Issuers. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with
such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing
sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any
settlement of any proceeding effected without its written consent if (i) such settlement is entered into (A) more than 60

  

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days after receipt by the Indemnifying Person of such request and (B) more than 30 days after receipt by the Indemnifying Person of the proposed terms of such settlement (ii) the
Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of
any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional
release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any
admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. 
 (d) If the indemnification
provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu
of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Issuers and the Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act,
on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative
fault of the Issuers and the Guarantors on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.
The relative fault of the Issuers and the Guarantors on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Issuers and the Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. 
 (e) The Issuers, the Guarantors and the Holders agree that it would not be just and equitable if contribution
pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations
referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations
set forth above, any reasonable legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. 
  

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 Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute
any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint. 
 (f) The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. 
 (g) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Issuers or
the Guarantors or the officers or directors of or any Person controlling the Issuers or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration
Statement. 
 6. General. 
 (a) No Inconsistent Agreements. The Issuers and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Issuers or any Guarantor under any other agreement and (ii) neither the Issuers nor any Guarantor has entered into, or on or
after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. 
 (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Issuers and the Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof
shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by
each of the parties hereto. 
  

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 (c) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, registered first-class mail (return receipt requested), telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the
Issuers by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Issuers and the
Guarantors, initially at the Issuers’ address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons
at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the
next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address
specified in the Indenture. 
 (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Issuers or the Guarantors with
respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement. 
 (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Issuers and the Guarantors, on the one hand, and the Initial Purchasers,
on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder. 
  

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 (f) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page by facsimile
transmission or other electronic imaging means shall be as effective as delivery of a manually executed counterpart of this Agreement. 
 (g) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof. 
 (h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

 (j) Entire Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the
subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Issuers, the Guarantors
and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable
provisions. 
 (k) Authority of the Representatives. Any action by the Initial Purchasers hereunder may be taken by the
Representative on behalf of the Initial Purchasers, and any such action taken by the Representative shall be binding upon the Initial Purchasers. 
 [Signature page follows.] 
  

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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

					
	 ASSOCIATED MATERIALS, LLC

		
	By:	 	 /s/ Stephen E. Graham

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

	
	 ASSOCIATED MATERIALS FINANCE, INC.

		
	By:	 	 /s/ John Stansberry

		 	Name:	 	John Stansberry
		 	Title:	 	President and Chief Executive Officer
	
	 GENTEK HOLDINGS LLC

		
	By:	 	 /s/ Stephen E. Graham

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

	
	 GENTEK BUILDING PRODUCTS INC.

		
	By:	 	 /s/ Stephen E. Graham

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



  

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 Confirmed and accepted as of the date first above written: 
  

			
	J.P. MORGAN SECURITIES INC.
	
	For itself and on behalf of the several Initial Purchasers
		
	By	 	 /s/ James Gray

		 	Authorized Signatory

  

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 Exhibit 4.4 
 Annex A 
 Counterpart to Registration Rights Agreement 

 The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration
Rights Agreement, dated as of November 5, 2009 by and among Associated Materials, LLC, a Delaware limited liability company, Associated Materials Finance, Inc., a Delaware corporation, the guarantors party thereto and J.P. Morgan Securities
Inc., on behalf of itself and the other Initial Purchasers) to be bound by the terms and provisions of such Registration Rights Agreement. 
 IN WITNESS WHEREOF, the undersigned has executed this counterpart as of
                        . 
  

					
	[NAME]
		
	By:	 	  

		
		 	Title:









 Schedule 1 
 List of Guarantors 
 Gentek Holdings, LLC 
 Gentek Building Products, Inc. 
  

 27