Exhibit 10.3
EXECUTION VERSION
 US PLEDGE AGREEMENT
 US PLEDGE AGREEMENT Agreement CAREY
INTERMEDIATE HOLDINGS CORP Holdings ASSOCIATED MATERIALS,
LLC Company US Subsidiary
Pledgor US Subsidiary Pledgors US Pledgors UBS AG, STAMFORD BRANCH US Collateral Agent
 W I T N E S S E T H:
 WHEREAS Credit Agreement Lender Lenders UBS AG, STAMFORD BRANCH UBS AG, CANADA BRANCH WELLS FARGO CAPITAL FINANCE, LLC DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK AG CANADA BRANCH UBS LOAN FINANCE
LLC, Extensions of Credit
 WHEREAS US
Guarantee
 WHEREAS Canadian
Guarantee
 WHEREAS




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WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS After-acquired Shares Pledged
Shares After-acquired Debt Pledged Debt
 NOW, THEREFORE
 Defined Terms
 NY UCC
   -2-




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After-acquired Debt
 After-acquired Shares
 Agreement
 Canadian Guarantee
 Collateral
 Company
 Credit Agreement
 Extensions of Credit
 Holdings
 Lenders
  Notes Collateral Agent
 Notes Obligations
 Notes Priority Collateral
  Pledged Debt
 Pledged Shares
  -3-




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Secured Debt Documents
 Termination Date
 US Collateral Agent
 US Guarantee
 US Pledgors
 US Subsidiary Pledgors
  Grant of Security Collateral
 provided
  -4-




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Security for the Obligations provided provided
  -5-




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Delivery of the Collateral and Filing
 provided provided
   -6-




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Representations and Warranties
        -7-




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Certification of Limited Liability Company Interests, Limited Partnership Interests and
Pledged Debt
    -8-




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Further Assurances
 Voting Rights; Dividends and Distributions; Etc
  provided
  -9-




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provided however
  provided
  -10-




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Transfers and Other Liens; Additional Collateral; Etc
 provided
  -11-




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US Collateral Agent Appointed Attorney-in-Fact
 The US Collateral Agents Duties
  -12-




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Remedies
 provided
  -13-




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provided
      -14-




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Amendments, etc. with Respect to the Obligations; Waiver of Rights
  -15-




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Continuing Security Interest; Assignments Under the Secured Debt Documents;
Release
  provided
  provided however
 Reinstatement
 Notices
  -16-




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Counterparts i.e.
 Severability
 Integration
 Amendments in Writing; No Waiver; Cumulative Remedies
    Section Headings
  -17-




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Successors and Assigns
 WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER CREDIT
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
 Submission to Jurisdiction; Waivers
      GOVERNING LAW . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.
 Intercreditor Agreement Governs
  -18-




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Obligations of US Pledgors
 Signature Pages Follow
  -19-




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CAREY INTERMEDIATE HOLDINGS CORP.,
as a US PledgorBy:
    /s/ Vicki HardmanName:
    VICKI HARDMANTitle:
    VICE PRESIDENT




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ASSOCIATED MATERIALS, LLC,
as a US Pledgor,By:
    /s/ Vicki L. HardmanName:
    VICKI L. HARDMANTitle:
    VICE PRESIDENT




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GENTEK HOLDINGS, LLC,
as a US Pledgor,By:
    /s/ Vicki HardmanName:
    VICKI HARDMANTitle:
    VICE PRESIDENT




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GENTEK BUILDING PRODUCTS, INC.,
as a US Pledgor,By:
    /s/ Vicki HardmanName:
    VICKI HARDMANTitle:
    VICE PRESIDENT




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CAREY NEW FINANCE, INC.,
as a US Pledgor,By:
    /s/ Vicki L. HardmanName:
    VICKI L. HARDMANTitle:
    VICE PRESIDENT




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UBS AG, STAMFORD BRANCH,
as US Collateral AgentBy:
    /s/ Mary E. EvansName:
    Mary E. EvansTitle:
    Associate Director Banking Products
Services. USBy:
    /s/ Irja R. OtsaName:
    Irja R. OtsaTitle:
    Associate Director Banking Products
Services. US US Pledge Agreement




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US SUBSIDIARY PLEDGORS




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PLEDGED SHARES AND PLEDGED DEBT
 Pledged Shares 1
 Percentage ofIssued andIssuers jurisdiction of
    
    Class of Equity
    
    Certificate
    
    
    Number of
    
    
    OutstandingPledgor
    
    Issuer
    
    formation
    
    Interest
    
    No(s)
    
    
    Units
    
    
    UnitsCarey Intermediate Holdings Corp.
    
    Associated Materials LLC
    
    Delaware, United States
    
    Limited LiabilityCompany Interest
    
    
    N/A
    
    
    
    1000
    
    
    
    100
    %Associated Materials LLC
    
    Gentek Holdings, LLC
    
    Delaware, United States
    
    Limited LiabilityCompany Interest
    
    
    N/A
    
    
    
    
    
    
    
    100
    %Associated Materials LLC
    
    Carey New Finance, Inc.
    
    Delaware, United States
    
    Common stock
    
    
    N/A
    
    
    
    1000
    
    
    
    100
    %Gentek Holdings, LLC
    
    Gentek Building Products, Inc.
    
    Delaware, United States
    
    Common stock
    
    
    3
    
    
    
    100
    
    
    
    100
    %Gentek Building Products, Inc.
    
    Associated Materials Canada Limited
    
    Ontario, Canada
    
    Common shares
    
    
    C-009
    
    
    
    65
    
    
    
    65
    %Gentek Building Products, Inc.
    
    Gentek Canada Holdings Limited
    
    Ontario, Canada
    
    Common shares
    
    
    C-1
    
    
    
    650
    
    
    
    65
    %
 Pledged Debt
  
 1
    
    The Pledge Shares included in this Schedule 2 represent
share certificates and unit certificates outstanding as of the date hereof.
However, immediately after the Closing (as defined in the Revolving Credit
Agreement) these outstanding share certificates and unit certificates will
cancelled and subsequently reissued within the time period required by Schedule
9.17 to the Revolving Credit Agreement.




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Supplement US Pledge Agreement CAREY
INTERMEDIATE HOLDINGS CORP Holdings ASSOCIATED MATERIALS,
LLC Company US Subsidiary
Pledgor US Subsidiary Pledgors US Pledgors UBS AG, STAMFORD BRANCH US Collateral Agent
 Credit Agreement Lender Lenders UBS AG, STAMFORD BRANCH UBS AG, CANADA BRANCH WELLS FARGO CAPITAL FINANCE, LLC DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK AG CANADA BRANCH UBS LOAN FINANCE
LLC, US
Guarantee
   Additional US
Pledgor After-acquired
Additional Pledged Shares Additional Pledged
Shares Additional Pledged Debt
  A-1




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Additional Collateral
 provided
   A-2




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2
   
 2
    
    Include only for Additional Pledgors that are not
already signatories to the US Pledge Agreement.  A-3




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A-4




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i.e.
  SECTION [5][6]. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
   A-5




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A-6




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[NAME OF ADDITIONAL US PLEDGOR(S)],By:Name:Title:UBS AG, STAMFORD BRANCH,
as US Collateral Agent,By:Name:Title:  A-7




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PLEDGED SHARES AND PLEDGED DEBT
 Pledged Shares
 Issuers
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Percentage ofjurisdiction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issued andof
    
    
    Class of Equity
    
    
    Certificate
    
    
    Number of
    
    
    OutstandingPledgor
    
    Issuer
    
    
    formation
    
    
    Interest
    
    
    No(s), if any
    
    
    Units
    
    
    Units
 Pledged Debt
 Issuers
    
    
    Initialjurisdiction of
    
    
    PrincipalPledgor
    
    Issuer
    
    
    formation
    
    
    Amount
    
    
    Date of Issuance
    
    
    Maturity Date