TABLE OF CONTENTS       Page      1. Definitions  1 2. Exchange Offer  5 3. Shelf Registration  8 4. Additional Interest  9 5. Registration Procedures  10 6. Registration Expenses  18 7. Indemnification and Contribution  18 8. Rule 144A  22 9. Underwritten Registrations  22 10. Miscellaneous  23 
 
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REGISTRATION RIGHTS AGREEMENTThis 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 limitedliability 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 PurchaseAgreement (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 andseveral 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.This Agreement is entered into in connection with the Purchase Agreement, dated October 1,2010, between the Company Issuers and the Initial Purchasers (the “Purchase Agreement”),which provides for, among other things, the sale by the Company Issuers to the Initial Purchasersof $730,000,000 aggregate principal amount of the Company Issuers’ 9.125% Senior Secured Notes Due2017 (the “Notes”). The Notes are issued under an indenture, dated as of October 13, 2010(as amended or supplemented from time to time, the “Indenture”), among the Company Issuers,the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”) andas collateral agent. Pursuant to the Purchase Agreement and the Indenture, the Guarantors arerequired to unconditionally guarantee (collectively, the “Guarantees”) on a senior basisthe Company Issuers’ obligations under the Notes and the Indenture. The Notes and the Guaranteesare collectively referred to as the “Securities.” In order to induce the InitialPurchasers to enter into the Purchase Agreement, the Company Issuers have agreed to provide theregistration rights set forth in this Agreement for the benefit of the Initial Purchasers and,except as otherwise set forth herein, any subsequent holder or holders of the Notes. The executionand delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase theNotes under the Purchase Agreement.The parties hereby agree as follows:1. DefinitionsAs used in this Agreement, the following terms shall have the following meanings:Additional Interest: See Section 4(a) hereof.Advice: See the last paragraph of Section 5 hereof.Agreement: See the introductory paragraphs hereto.Applicable Period: See Section 2(b) hereof.
 
 

 
Business Day: Shall have the meaning ascribed to such term in Rule 14d-1 under theExchange Act.Company: See the introductory paragraphs hereto.Effectiveness Period: See Section 3(a) hereof.Event Date: See Section 4(b) hereof.Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules andregulations of the SEC promulgated thereunder.Exchange Notes: See Section 2(a) hereof.Exchange Offer: See Section 2(a) hereof.Exchange Offer Registration Statement: See Section 2(a) hereof.Exchange Securities: See Section 2(a) hereof.FINRA: See Section 5(r) hereof.Guarantees: See the introductory paragraphs hereto.Guarantors: See the introductory paragraphs hereto.Holder: Any holder of a Registrable Security or Registrable Securities.Indenture: See the introductory paragraphs hereto.Information: See Section 5(n) hereof.Initial Purchasers: See the introductory paragraphs hereto.Initial Shelf Registration: See Section 3(a) hereof.Inspectors: See Section 5(n) hereof.Issue Date: October 13, 2010, the date of original issuance of the Notes.Issuers: See the introductory paragraphs hereto.New Guarantees: See Section 2(a) hereof.Notes: See the introductory paragraphs hereto.Participant: See Section 7(a) hereof.
 
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Participating Broker-Dealer: See Section 2(b) hereof.Person: An individual, trustee, corporation, partnership, limited liability company,joint stock company, trust, unincorporated association, union, business association, firm or otherlegal entity.Private Exchange: See Section 2(b) hereof.Private Exchange Notes: See Section 2(b) hereof.Prospectus: The prospectus included in any Registration Statement (including, withoutlimitation, any prospectus subject to completion and a prospectus that includes any informationpreviously omitted from a prospectus filed as part of an effective registration statement inreliance upon Rules 430A or 430C under the Securities Act), as amended or supplemented by anyprospectus supplement, and all other amendments and supplements to the Prospectus, includingpost-effective amendments, and all material incorporated by reference or deemed to be incorporatedby reference in such Prospectus.Purchase Agreement: See the introductory paragraphs hereof.Records: See Section 5(n) hereof.Registrable Securities: Each Security upon its original issuance and at all timessubsequent thereto, each Exchange Security as to which Section 2(c)(iv) hereof is applicable uponoriginal issuance and at all times subsequent thereto and each Private Exchange Note upon originalissuance thereof and at all times subsequent thereto, and, in each case, the related Guarantees,until, in each case, the earliest to occur of (i) a Registration Statement (other than, withrespect to any Exchange Securities as to which Section 2(c)(iv) hereof is applicable, the ExchangeOffer Registration Statement) covering such Security, Exchange Security or Private Exchange Note(and the related Guarantees) has been declared effective by the SEC and such Security, ExchangeSecurity or such Private Exchange Note (and the related Guarantees), as the case may be, has beendisposed of in accordance with such effective Registration Statement, (ii) such Security has beenexchanged pursuant to the Exchange Offer for an Exchange Security or Exchange Securities that maybe resold without restriction under state and federal securities laws, (iii) such Security,Exchange Security or Private Exchange Note (and the related Guarantees), as the case may be, ceasesto be outstanding for purposes of the Indenture, (iv) the later of (x) the date which is two yearsafter the date the Notes were originally issued and (y) the date upon which such Note, ExchangeNote (and the related Guarantees) or Private Exchange Note has been resold in compliance with Rule144; provided such Note, Exchange Note or Private Exchange Note following such resale doesnot bear any restrictive legend relating to the Securities Act and does not bear a restricted CUSIPnumber and (v) the Exchange Offer is consummated and such Security (x) is not a Security as towhich a valid request for a Private Exchange has been timely delivered to the Company and (y) wasnot validly tendered in and not withdrawn from the Exchange Offer at the time of the consummationthereof.Registration Statement: Any registration statement of the Company Issuers that coverany of the Securities, the Exchange Securities or the Private Exchange Notes (and the relatedGuarantees) filed with the SEC under the Securities Act, including, in each case, the Prospectus,amendments and supplements to such registration statement, including post-effective amendments, allexhibits, and all material incorporated by reference or deemed to be incorporated by reference insuch registration statement.
 
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Rule 144: Rule 144 under the Securities Act.Rule 144A: Rule 144A under the Securities Act.Rule 405: Rule 405 under the Securities Act.Rule 415: Rule 415 under the Securities Act.Rule 424: Rule 424 under the Securities Act.SEC: The U.S. Securities and Exchange Commission.Securities: See the introductory paragraphs hereto.Securities Act: The Securities Act of 1933, as amended, and the rules and regulationsof the SEC promulgated thereunder.Shelf Notice: See Section 2(c) hereof.Shelf Registration: See Section 3(b) hereof.Shelf Registration Statement: Any Registration Statement relating to a ShelfRegistration.Shelf Suspension Period: See Section 3(a) hereof.Subsequent Shelf Registration: See Section 3(b) hereof.TIA: The Trust Indenture Act of 1939, as amended.Trustee: The trustee under the Indenture and the trustee under any indenture (ifdifferent) governing the Exchange Securities and Private Exchange Notes (and the relatedGuarantees).Underwritten registration or underwritten offering: A registration in whichsecurities of the Company Issuers are sold to an underwriter for reoffering to the public.Except as otherwise specifically provided, all references in this Agreement to acts, laws,statutes, rules, regulations, releases, forms, no-action letters and other regulatory requirements(collectively, “Regulatory Requirements”) shall be deemed to refer also to any amendmentsthereto and all subsequent Regulatory Requirements adopted as a replacement thereto havingsubstantially the same effect therewith; provided that Rule 144 shall not be deemed toamend or replace Rule 144A.
 
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2. Exchange Offer(a) Unless the Exchange Offer would violate applicable law or any applicable interpretation ofthe staff of the SEC, the Company Issuers shall use their commercially reasonable efforts to filewith the SEC a Registration Statement (the “Exchange Offer Registration Statement”) on anappropriate registration form with respect to a registered offer (the “Exchange Offer”) toexchange any and all of the Registrable Securities for a like aggregate principal amount of debtsecurities of the Company Issuers (the “Exchange Notes”), guaranteed, to the extentapplicable, on an unsecured senior basis by the Guarantors (the “New Guarantees” and,together with the Exchange Notes, the “Exchange Securities”), that are identical in allmaterial respects to the Notes, as applicable, except that (i) the Exchange Notes shall contain norestrictive legend thereon, (ii) interest thereon shall accrue from the last date on which interestwas paid on such Notes or, if no such interest has been paid, from the Issue Date and (iii) whichare entitled to the benefits of the Indenture or a trust indenture which is identical in allmaterial respects to the Indenture (other than such changes to the Indenture or any such identicaltrust indenture as are necessary to comply with the TIA) and which, in either case, has beenqualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rulesand regulations under the Exchange Act and other applicable laws. The Company Issuers shall usetheir commercially reasonable efforts to (x) prepare and file with the SEC the Exchange OfferRegistration Statement with respect to the Exchange Offer; (y) keep the Exchange Offer open for atleast 20 Business Days (or longer if required by applicable law) after the date that notice of theExchange Offer is sent to Holders; and (z) consummate the Exchange Offer as soon as practicable onor prior to the 360th day following the Issue Date.Each Holder (including, without limitation, each Participating Broker-Dealer) thatparticipates in the Exchange Offer, as a condition to participation in the Exchange Offer, will berequired to represent to the Company Issuers in writing (which may be contained in the applicableletter of transmittal) that: (i) any Exchange Securities acquired in exchange for RegistrableSecurities tendered are being acquired in the ordinary course of business of the Person receivingsuch Exchange Securities, whether or not such recipient is such Holder itself; (ii) at the time ofthe commencement or consummation of the Exchange Offer neither such Holder nor, to the actualknowledge of such Holder, any other Person receiving Exchange Securities from such Holder has anarrangement or understanding with any Person to participate in the distribution (within the meaningof the Securities Act) of the Exchange Securities in violation of the provisions of the SecuritiesAct; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Personreceiving Exchange Securities from such Holder is an “affiliate” (as defined in Rule 405) of theCompany Issuers or, if it is an affiliate of the Company Issuers, it will comply with theregistration and prospectus delivery requirements of the Securities Act to the extent applicableand will provide information to be included in the Shelf Registration Statement in accordance withSection 5 hereof in order to have their Securities included in the Shelf Registration Statement andbenefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) if such Holderis not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any otherPerson receiving Exchange Securities from such Holder is engaging in or intends to engage in adistribution of the Exchange Securities; and (v) if such Holder is a Participating Broker-Dealer,such Holder will receive the Exchange Securities for its own account in exchange for Securitiesthat were acquired as a result of other trading activities and that it will comply with theapplicable provisions of the Securities Act (including, but not limited to, the prospectus deliveryrequirements thereunder).
 
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Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions ofthis Agreement shall continue to apply, mutatismutandis, solely with respect toRegistrable Securities that are Private Exchange Notes (and the related Guarantees), ExchangeSecurities as to which Section 2(c)(iv) is applicable and Exchange Securities held by ParticipatingBroker-Dealers, and the Company Issuers shall have no further obligation to register RegistrableSecurities (other than PrivateExchange Notes (and the related Guarantees) and Exchange Securities as to which clause2(c)(iv) hereof applies) pursuant to Section 3 hereof.(b) The Company Issuers shall include within the Prospectus contained in the Exchange OfferRegistration Statement a section entitled “Plan of Distribution,” which shall contain a summarystatement of the positions taken or policies made by the staff of the SEC with respect to thepotential “underwriter” status of any broker-dealer that is the “beneficial owner” (as defined inRule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the ExchangeOffer (a “Participating Broker-Dealer”), whether such positions or policies have beenpublicly disseminated by the staff of the SEC or such positions or policies represent theprevailing views of the staff of the SEC. Such “Plan of Distribution” section shall also expresslypermit, to the extent permitted by applicable policies and regulations of the SEC, the use of theProspectus by all Participating Broker-Dealers, and include a statement describing the means bywhich Participating Broker-Dealers may resell the Exchange Securities in compliance with theSecurities Act.The Company Issuers shall use their commercially reasonable efforts to keep the Exchange OfferRegistration Statement effective and to amend and supplement the Prospectus contained therein inorder to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectusdelivery requirements of the Securities Act for such period of time as is necessary to comply withapplicable law in connection with any resale of the Exchange Securities; provided,however, that such period shall not be required to exceed 90 days, such longer period ifextended pursuant to the last paragraph of Section 5 hereof (the “Applicable Period”).If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Notesacquired by them that have the status of an unsold allotment in the initial distribution, theCompany Issuers, upon the request of the Initial Purchasers, shall simultaneously with the deliveryof the Exchange Notes issue and deliver to the Initial Purchasers, in exchange (the “PrivateExchange”) for such Notes held by any such Holder, a like principal amount of notes (the“Private Exchange Notes”) of the Company Issuers, guaranteed by the Guarantors, that areidentical in all material respects to the Exchange Notes except for the placement of a restrictivelegend on such Private Exchange Notes. The Private Exchange Notes shall be issued pursuant to thesame indenture as the Exchange Notes and bear the same CUSIP number as the Exchange Notes ifpermitted by the CUSIP Service Bureau.In connection with the Exchange Offer, the Company Issuers shall:(1) mail, or cause to be mailed, to each Holder of record entitled to participate inthe Exchange Offer a copy of the Prospectus forming part of the Exchange Offer RegistrationStatement, together with an appropriate letter of transmittal and related documents;(2) use their respective commercially reasonable efforts to keep the Exchange Offeropen for not less than 20 Business Days from the date that notice of the Exchange Offer issent to Holders (or longer if required by applicable law);(3) permit Holders to withdraw tendered Notes at any time prior to the close ofbusiness, New York time, on the last Business Day on which the Exchange Offer remains open;and
 
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(4) otherwise comply in all material respects with all laws, rules and regulationsapplicable to the Exchange Offer.As soon as practicable after the close of the Exchange Offer and any Private Exchange, theCompany Issuers shall:(1) accept for exchange all Registrable Securities validly tendered and not validlywithdrawn pursuant to the Exchange Offer and any Private Exchange;(2) deliver to the Trustee for cancellation all Registrable Securities so accepted forexchange; and(3) cause the Trustee to authenticate and deliver promptly to each Holder of Notes,Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount tothe Notes of such Holder so accepted for exchange; provided that, in the case of anyNotes held in global form by a depositary, authentication and delivery to such depositary ofone or more replacement Notes in global form in an equivalent principal amount thereto forthe account of such Holders in accordance with the Indenture shall satisfy suchauthentication and delivery requirement.The Exchange Offer and the Private Exchange shall not be subject to any conditions, other thanthat (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicablelaw or any applicable interpretation of the staff of the SEC; (ii) no action or proceeding shallhave been instituted or threatened in any court or by any governmental agency which mightmaterially impair the ability of the Company Issuers to proceed with the Exchange Offer or thePrivate Exchange, and no material adverse development shall have occurred in any existing action orproceeding with respect to the Company Issuers; and (iii) all governmental approvals shall havebeen obtained, which approvals the Company Issuers deem necessary for the consummation of theExchange Offer or Private Exchange.The Exchange Securities and the Private Exchange Notes (and related guarantees) shall beissued under (i) the Indenture or (ii) an indenture identical in all material respects to theIndenture and which, in either case, has been qualified under the TIA or is exempt from suchqualification and shall provide that the Exchange Securities shall not be subject to the transferrestrictions set forth in the Indenture. The Indenture or such indenture shall provide that theExchange Notes, the Private Exchange Notes and the Notes shall vote and consent together on allmatters as one class and that none of the Exchange Notes, the Private Exchange Notes or the Noteswill have the right to vote or consent as a separate class on any matter.(c) If, (i) because of any change in law or in currently prevailing interpretations of thestaff of the SEC, the Company Issuers are not permitted to effect the Exchange Offer, (ii) theExchange Offer is not consummated within 360 days of the Issue Date, (iii) any holder of PrivateExchange Notes so requests in writing to the Company Issuers at any time within 30 days after theconsummation of the Exchange Offer, or (iv) in the case of any Holder that participates in theExchange Offer, such Holder does not receive Exchange Securities on the date of the exchange thatmay be sold without restriction under state and federal securities laws (other than due solely tothe status of such Holder as an affiliate of the Company Issuers within the meaning of theSecurities Act or, solely with respect to prospectus deliveryrequirements, as a Participating Broker Dealer) and so notifies the Company Issuers within 30days after such Holder first becomes aware of such restrictions, in the case of each of clauses (i)to and including (iv) of this sentence, then the Company Issuers shall promptly deliver to theTrustee (to deliver to the Holders) written notice thereof (the “Shelf Notice”) and shallfile a Shelf Registration pursuant to Section 3 hereof.
 
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3. Shelf RegistrationIf at any time a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:(a) Shelf Registration. The Company Issuers shall promptly file with the SEC aRegistration Statement for an offering to be made on a continuous basis pursuant to Rule 415covering all of the Registrable Securities (the “Initial Shelf Registration”). TheInitial Shelf Registration shall be on Form S-1 or another appropriate form permittingregistration of such Registrable Securities for resale by Holders in the manner or mannersdesignated by them (including, without limitation, one or more underwritten offerings).The Company Issuers shall use their respective commercially reasonable efforts to causethe Shelf Registration to be declared effective under the Securities Act and to keep theInitial Shelf Registration continuously effective under the Securities Act until theearliest of (i) 180 days after the Shelf Registration is declared effective, (ii) suchshorter period ending when all Registrable Securities covered by the Initial ShelfRegistration have been sold in the manner set forth and as contemplated in the Initial ShelfRegistration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon whichall Registrable Securities have been otherwise sold (the “Effectiveness Period”);provided, however, that the Effectiveness Period in respect of the InitialShelf Registration shall be extended to the extent required to permit dealers (except anyInitial Purchaser with respect to an unsold allotment of Notes) to comply with theapplicable prospectus delivery requirements of Rule 174 under the Securities Act and asotherwise provided herein.Notwithstanding anything to the contrary in this Agreement, at any time, the CompanyIssuers may delay the filing of any Initial Shelf Registration Statement or delay or suspendthe effectiveness thereof, for a reasonable period of time, but not in excess of 60consecutive days or more than three (3) times during any calendar year (each, a “ShelfSuspension Period”), if the Board of Directors of the Company Issuers determinesreasonably and in good faith that the filing of any such Initial Shelf RegistrationStatement or the continuing effectiveness thereof would require the disclosure of non-publicmaterial information that, in the reasonable judgment of the Board of Directors of theCompany Issuers, would be detrimental to the Company Issuers if so disclosed or wouldotherwise materially adversely affect a financing, acquisition, disposition, merger or othermaterial transaction or such action is required by applicable law.
 
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(b) Withdrawal of Stop Orders; Subsequent Shelf Registrations. If the InitialShelf Registration or any Subsequent Shelf Registration ceases to be effective for anyreason at any time during the Effectiveness Period (other than in the case of ShelfSuspension Period(s) permitted by this Agreement and other than because of the sale of allof the Securities registered thereunder), the Company Issuers shall use their commerciallyreasonable efforts to obtain the prompt withdrawal of any order suspending the effectivenessthereof, and in any event shall file an additional Shelf Registration Statement pursuant to Rule 415 covering all of theRegistrable Securities covered by and not sold under the Initial Shelf Registration or anearlier Subsequent Shelf Registration (each, a “Subsequent Shelf Registration”). Ifa Subsequent Shelf Registration is filed, the Company Issuers shall use their commerciallyreasonable efforts to cause the Subsequent Shelf Registration to be declared effective underthe Securities Act as soon as practicable after such filing and to keep such subsequentShelf Registration continuously effective for a period equal to the number of days in theEffectiveness Period less the aggregate number of days during which the Initial ShelfRegistration or any Subsequent Shelf Registration was previously continuously effective. Asused herein the term “Shelf Registration” means the Initial Shelf Registration andany Subsequent Shelf Registration.(c) Supplements and Amendments. The Company Issuers shall promptly supplementand amend the Shelf Registration if required by the rules, regulations or instructionsapplicable to the registration form used for such Shelf Registration, if required by theSecurities Act, or if reasonably requested by the Holders of a majority in aggregateprincipal amount of the Registrable Securities (or their counsel) covered by suchRegistration Statement with respect to the information included therein with respect to oneor more of such Holders, or, if reasonably requested by any underwriter of such RegistrableSecurities, with respect to the information included therein with respect to suchunderwriter.4. Additional Interest(a) The Company Issuers and the Initial Purchasers agree that the Holders will suffer damagesif the Company Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof andthat it would not be feasible to ascertain the extent of such damages with precision. Accordingly,the Company Issuers agree to pay, jointly and severally, as liquidated damages, additional intereston the Notes (“Additional Interest”) if (A) on or prior to the 360th day after the IssueDate the Company Issuers have neither (i) exchanged Exchange Securities for all Securities validlytendered in accordance with the terms of the Exchange Offer nor (ii) if applicable, had a ShelfRegistration Statement declared effective, or (B) if applicable, a Shelf Registration has beendeclared effective and such Shelf Registration ceases to be effective at any time for more than 60consecutive days during the Effectiveness Period (other than because of the sale of all of theSecurities registered thereunder), then Additional Interest shall accrue on the principal amount ofthe Registration Securities at a rate of 0.25% per annum (which rate will be increased by anadditional 0.25% per annum for the subsequent 90 day period that such Additional Interest continuesto accrue; provided that the rate at which such Additional Interest accrues may in no eventexceed 0.50% per annum) (such Additional Interest to be calculated by the Company Issuers)commencing on (x) the 361st day after the Issue Date in the case of (A) above or (y) the61st consecutive day on which such Shelf Registration ceases to be effective in the caseof (B) above; provided, however, that additional interest may not accrue under morethan one of the foregoing clauses at any one time; and provided, further, that uponthe exchange of the Exchange Securities for all Securities validly tendered (in the case of clause(A)(i) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement(in the case of (A)(ii) of this Section 4), or upon the effectiveness of the applicable ShelfRegistration Statement which had ceased to remain effective (in the case of (2) of this Section 4),Additional Interest on the Notes in respect of which such events relate as a result of such clause(or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstandingany other provisions of this Section 4, the Company Issuers shall not be obligated to payAdditional Interest (i) provided in Sections 4(a)(B) duringa Shelf Suspension Period permitted by Section 3(a) hereof or (ii) on Notes that are notRegistrable Securities.
 
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(b) The Company Issuers shall notify the Trustee within one business day after each and everydate on which an event occurs in respect of which Additional Interest is required to be paid (an“Event Date”). Any amounts of Additional Interest due pursuant to (a) of this Section 4will be payable in cash semiannually on each May 1 and November 1 (to the holders of record on theApril 15 and October 1 immediately preceding such dates), commencing with the first such dateoccurring after any such Additional Interest commences to accrue. The amount of AdditionalInterest will be determined by the Company Issuers by multiplying the applicable AdditionalInterest rate by the principal amount of the Registrable Securities, multiplied by a fraction, thenumerator of which is the number of days such Additional Interest rate was applicable during suchperiod (determined on the basis of a 360 day year comprised of twelve 30 day months and, in thecase of a partial month, the actual number of days elapsed), and the denominator of which is 360.5. Registration ProceduresIn connection with the filing of any Registration Statement pursuant to Section 2 or 3 hereof,the Company Issuers shall effect such registrations to permit the sale of the securities coveredthereby in accordance with the intended method or methods of disposition thereof, and pursuantthereto and in connection with any Registration Statement filed by the Company Issuers hereunderthe Company Issuers shall:(a) Prepare and file with the SEC, a Registration Statement or Registration Statementsas prescribed by Section 2 or 3 hereof, and use their commercially reasonable efforts tocause each such Registration Statement to become effective and remain effective as providedherein; provided, however, that if (1) such filing is pursuant to Section 3hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filedpursuant to Section 2 hereof is required to be delivered under the Securities Act by anyParticipating Broker-Dealer who seeks to sell Exchange Securities during the ApplicablePeriod relating thereto from whom the Company Issuers have received prior written noticethat it will be a Participating Broker-Dealer in the Exchange Offer, before filing anyRegistration Statement or Prospectus or any amendments or supplements thereto, the CompanyIssuers shall furnish to and afford counsel for the Holders of the Registrable Securitiescovered by such Registration Statement (with respect to a Registration Statement filedpursuant to Section 3 hereof) or counsel for such Participating Broker-Dealer (with respectto any such Registration Statement), as the case may be, and counsel to the managingunderwriters, if any, a reasonable opportunity to review copies of all such documents(including copies of any documents to be incorporated by reference therein and all exhibitsthereto) proposed to be filed (in each case at least three business days prior to suchfiling). The Company Issuers shall not file any Registration Statement or Prospectus or anyamendments or supplements thereto if the Holders of a majority in aggregate principal amountof the Registrable Securities covered by such Registration Statement, their counsel, or themanaging underwriters, if any, shall reasonably object.
 
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(b) Prepare and file with the SEC such amendments and post-effective amendments to eachShelf Registration Statement or Exchange Offer Registration Statement, as the case maybe, as may be necessary to keep such Registration Statement continuously effective forthe Effectiveness Period, the Applicable Period or until consummation of the Exchange Offer,as the case may be; cause the related Prospectus to be supplemented by any Prospectussupplement required by applicable law, and as so supplemented to be filed pursuant to Rule424; and comply with the provisions of the Securities Act and the Exchange Act applicable toit with respect to the disposition of all securities covered by such Registration Statementas so amended or in such Prospectus as so supplemented and with respect to the subsequentresale of any securities being sold by an Participating Broker-Dealer covered by any suchProspectus in all material respects. The Company Issuers shall be deemed not to have usedtheir commercially reasonable efforts to keep a Registration Statement effective if theyvoluntarily take any action that is reasonably expected to result in selling Holders of theRegistrable Securities covered thereby or Participating Broker-Dealers seeking to sellExchange Securities not being able to sell such Registrable Securities or such ExchangeSecurities during that period unless such action is required by applicable law or permittedby this Agreement.(c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) aProspectus contained in the Exchange Offer Registration Statement filed pursuant to Section2 hereof is required to be delivered under the Securities Act by any ParticipatingBroker-Dealer who seeks to sell Exchange Securities during the Applicable Period relatingthereto from whom the Company Issuers have received written notice that it will be aParticipating Broker-Dealer in the Exchange Offer, notify the selling Holders of RegistrableSecurities (with respect to a Registration Statement filed pursuant to Section 3 hereof), oreach such Participating Broker-Dealer (with respect to any such Registration Statement), asthe case may be, their counsel and the managing underwriters, if any, promptly (but in anyevent within three Business Days), and confirm such notice in writing, (i) when a Prospectusor any Prospectus supplement or post-effective amendment has been filed, and, with respectto a Registration Statement or any post-effective amendment, when the same has becomeeffective under the Securities Act (including in such notice a written statement that anyHolder may, upon request, obtain, at the sole expense of the Company Issuers, one conformedcopy of such Registration Statement or post-effective amendment including financialstatements and schedules, documents incorporated or deemed to be incorporated by referenceand exhibits), (ii) of the issuance by the SEC of any stop order suspending theeffectiveness of a Registration Statement or of any order preventing or suspending the useof any preliminary prospectus or the initiation of any proceedings for that purpose, (iii)if at any time when a prospectus is required by the Securities Act to be delivered inconnection with sales of the Registrable Securities or resales of Exchange Securities byParticipating Broker-Dealers the representations and warranties of the Company Issuerscontained in any agreement (including any underwriting agreement) contemplated by Section5(m) hereof cease to be true and correct, (iv) of the receipt by the Company Issuers of anynotification with respect to the suspension of the qualification or exemption fromqualification of a Registration Statement or any of the Registrable Securities or theExchange Securities to be sold by any Participating Broker-Dealer for offer or sale in anyjurisdiction, or the initiation or threatening of any proceeding for such purpose, (v) ofthe happening of any event, the existence of any condition or any information becoming knownthat makes any statement made in such Registration Statement or related Prospectus or anydocument incorporated or deemed to be incorporated therein by reference untrue in anymaterial respect or that requires the making of any changes in or amendments or supplementsto such Registration Statement, Prospectus or documents so that, in the case of theRegistration Statement, it will notcontain any untrue statement of a material fact or omit to state any material factrequired to be stated therein or necessary to make the statements therein not misleading,and that in the case of the Prospectus, it will not contain any untrue statement of amaterial fact or omit to state any material fact required to be stated therein or necessaryto make the statements therein, in the light of the circumstances under which they weremade, not misleading, and (vi) of the Company Issuers’ determination that a post-effectiveamendment to a Registration Statement would be appropriate.
 
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(d) Use its commercially reasonable efforts to prevent the issuance of any ordersuspending the effectiveness of a Registration Statement or of any order preventing orsuspending the use of a Prospectus or suspending the qualification (or exemption fromqualification) of any of the Registrable Securities or the Exchange Securities to be sold byany Participating Broker-Dealer, for sale in any jurisdiction.(e) If a Shelf Registration is filed pursuant to Section 3 and if requested during theEffectiveness Period by the managing underwriter or underwriters (if any) or the Holders ofa majority in aggregate principal amount of the Registrable Securities being sold inconnection with an underwritten offering, (i) as promptly as practicable incorporate in aprospectus supplement or post-effective amendment such information as the managingunderwriter or underwriters (if any), such Holders or counsel for either of them reasonablyrequest to be included therein, (ii) make all required filings of such prospectus supplementor such post-effective amendment as soon as practicable after the Company Issuers havereceived notification of the matters to be incorporated in such prospectus supplement orpost-effective amendment, and (iii) supplement or make amendments to such RegistrationStatement.(f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) aProspectus contained in the Exchange Offer Registration Statement filed pursuant to Section2 hereof is required to be delivered under the Securities Act by any ParticipatingBroker-Dealer who seeks to sell Exchange Securities during the Applicable Period, furnish toeach selling Holder of Registrable Securities (with respect to a Registration Statementfiled pursuant to Section 3 hereof) and to each such Participating Broker-Dealer who sorequests (with respect to any such Registration Statement) and to their respective counseland each managing underwriter, if any, at the sole expense of the Company Issuers, oneconformed copy of the Registration Statement or Registration Statements and eachpost-effective amendment thereto, including financial statements and schedules, and, ifrequested, all documents incorporated or deemed to be incorporated therein by reference andall exhibits.(g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) aProspectus contained in the Exchange Offer Registration Statement filed pursuant to Section2 hereof is required to be delivered under the Securities Act by any ParticipatingBroker-Dealer who seeks to sell Exchange Securities during the Applicable Period, deliver toeach selling Holder of Registrable Securities (with respect to a Registration Statementfiled pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respectto any such Registration Statement), as the case may be, their respective counsel, and theunderwriters, if any, at the sole expense of the Company Issuers, as many copies of theProspectus or Prospectuses (including each form of preliminary prospectus) and eachamendment or supplement thereto and any documents incorporated by reference therein as suchPersons may reasonably request; and, subject to the last paragraph of this Section 5, the Company Issuers hereby consent to the use of suchProspectus and each amendment or supplement thereto by each of the selling Holders ofRegistrable Securities or each such Participating Broker-Dealer, as the case may be, and theunderwriters or agents, if any, and dealers, if any, in connection with the offering andsale of the Registrable Securities covered by, or the sale by Participating Broker-Dealersof the Exchange Securities pursuant to, such Prospectus and any amendment or supplementthereto.
 
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(h) Prior to any public offering of Registrable Securities or any delivery of aProspectus contained in the Exchange Offer Registration Statement by any ParticipatingBroker-Dealer who seeks to sell Exchange Securities during the Applicable Period, use itscommercially reasonable efforts to register or qualify, and to cooperate with the sellingHolders of Registrable Securities or each such Participating Broker-Dealer, as the case maybe, the managing underwriter or underwriters, if any, and their respective counsel inconnection with the registration or qualification (or exemption from such registration orqualification) of such Registrable Securities for offer and sale under the securities orBlue Sky laws of such jurisdictions within the United States as any selling Holder,Participating Broker-Dealer, or the managing underwriter or underwriters reasonably requestin writing; provided, however, that where Exchange Securities held byParticipating Broker-Dealers or Registrable Securities are offered other than through anunderwritten offering, the Company Issuers agree to cause its counsel to perform Blue Skyinvestigations and file registrations and qualifications required to be filed pursuant tothis Section 5(h), keep each such registration or qualification (or exemption therefrom)effective during the period such Registration Statement is required to be kept effective anddo any and all other acts or things necessary or advisable to enable the disposition in suchjurisdictions of the Exchange Securities held by Participating Broker-Dealers or theRegistrable Securities covered by the applicable Registration Statement; provided,however, that the Company Issuers shall not be required to (A) qualify generally todo business in any jurisdiction where they are not then so qualified, (B) take any actionthat would subject it to general service of process in any such jurisdiction where it is notthen so subject or (C) subject itself to taxation in excess of a nominal dollar amount inany such jurisdiction where it is not then so subject.(i) If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with theselling Holders of Registrable Securities and the managing underwriter or underwriters, ifany, to facilitate the timely preparation and delivery of certificates representingRegistrable Securities to be sold, which certificates shall not bear any restrictive legendsand shall be in a form eligible for deposit with The Depository Trust Company; and enablesuch Registrable Securities to be in such denominations (subject to applicable requirementscontained in the Indenture) and registered in such names as the managing underwriter orunderwriters, if any, or Holders may request.(j) Use its commercially reasonable efforts to cause the Registrable Securities coveredby the Registration Statement to be registered with or approved by such other U.S.governmental agencies or authorities as may be necessary to enable the seller or sellersthereof or the underwriter or underwriters, if any, to consummate the disposition of suchRegistrable Securities, except as may be required solely as a consequence of the nature ofsuch selling Holder’s business, in which case the Company Issuers will cooperate in allrespects with the filing of such Registration Statement and the granting of such approvals.
 
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(k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) aProspectus contained in the Exchange Offer Registration Statement filed pursuant to Section2 hereof is required to be delivered under the Securities Act by any ParticipatingBroker-Dealer who seeks to sell Exchange Securities during the Applicable Period, upon theoccurrence of any event contemplated by Section 5(c)(v) or 5(c)(vi) hereof, as promptly aspracticable prepare and (subject to Section 5(a) hereof) file with the SEC, at the soleexpense of the Company Issuers, a supplement or post-effective amendment to the RegistrationStatement or a supplement to the related Prospectus or any document incorporated therein byreference, or file any other required document so that, as thereafter delivered to thepurchasers of the Registrable Securities being sold thereunder (with respect to aRegistration Statement filed pursuant to Section 3 hereof) or to the purchasers of theExchange Securities to whom such Prospectus will be delivered by a ParticipatingBroker-Dealer (with respect to any such Registration Statement), any such Prospectus willnot contain an untrue statement of a material fact or omit to state a material fact requiredto be stated therein or necessary to make the statements therein, in the light of thecircumstances under which they were made, not misleading.(l) Prior to the effective date of the first Registration Statement relating to theRegistrable Securities, (i) provide the Trustee with certificates for the RegistrableSecurities in a form eligible for deposit with The Depository Trust Company and (ii) providea CUSIP number for the Registrable Securities.(m) In connection with any underwritten offering of Registrable Securities pursuant toa Shelf Registration, enter into an underwriting agreement as is customary in underwrittenofferings of debt securities similar to the Securities (including, without limitation, acustomary condition to the obligations of the underwriters that the underwriters shall havereceived “cold comfort” letters and updates thereof in form, scope and substance reasonablysatisfactory to the managing underwriter or underwriters from the independent certifiedpublic accountants of the Company Issuers (and, if necessary, any other independentcertified public accountants of the Company Issuers, or of any business acquired by theCompany Issuers, for which financial statements and financial data are, or are required tobe, included or incorporated by reference in the Registration Statement), addressed to eachof the underwriters, such letters to be in customary form and covering matters of the typecustomarily covered in “cold comfort” letters in connection with underwritten offerings ofdebt securities similar to the Securities), and take all such other actions as arereasonably requested by the managing underwriter or underwriters in order to expedite orfacilitate the registration or the disposition of such Registrable Securities and, in suchconnection, (i) make such representations and warranties to, and covenants with, theunderwriters with respect to the business of the Company Issuers (including any acquiredbusiness, properties or entity, if applicable), and the Registration Statement, Prospectusand documents, if any, incorporated or deemed to be incorporated by reference therein, ineach case, as are customarily made by Issuer to underwriters in underwritten offerings ofdebt securities similar to the Securities, and confirm the same in writing if and whenrequested; (ii) obtain the written opinions of counsel to the Company Issuers, and writtenupdates thereof in form, scope and substance reasonably satisfactory to the managingunderwriter or underwriters, addressed to the underwriters covering the matters customarilycovered in opinions reasonably requested in underwritten offerings; and (iii) if anunderwriting agreement is entered into, the same shall contain indemnification provisionsand procedures no less favorable to the sellers and underwriters, if any, than those setforth inSection 7 hereof (or such other provisions and procedures reasonably acceptable toHolders of a majority in aggregate principal amount of Registrable Securities covered bysuch Registration Statement and the managing underwriter or underwriters or agents, if any).The above shall be done at each closing under such underwriting agreement, or as and to theextent required thereunder.
 
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(n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) aProspectus contained in the Exchange Offer Registration Statement filed pursuant to Section2 hereof is required to be delivered under the Securities Act by any ParticipatingBroker-Dealer who seeks to sell Exchange Securities during the Applicable Period, makeavailable for inspection by any Initial Purchaser, any selling Holder of such RegistrableSecurities being sold (with respect to a Registration Statement filed pursuant to Section 3hereof), or each such Participating Broker-Dealer, as the case may be, any underwriterparticipating in any such disposition of Registrable Securities, if any, and any attorney,accountant or other agent retained by any such selling Holder or each such ParticipatingBroker-Dealer (with respect to any such Registration Statement), as the case may be, orunderwriter (any such Initial Purchasers, Holders, Participating Broker-Dealers,underwriters, attorneys, accountants or agents, collectively, the “Inspectors”),upon written request, at the offices where normally kept, during reasonable business hours,all pertinent financial and other records, pertinent corporate documents and instruments ofthe Company Issuers and subsidiaries of the Company Issuers (collectively, the“Records”), as shall be reasonably necessary to enable them to exercise anyapplicable due diligence responsibilities, and cause the officers, directors and employeesof the Company Issuers and any of their subsidiaries to supply all information(“Information”) reasonably requested by any such Inspector in connection with suchdue diligence responsibilities. Each Inspector shall agree in writing that it will keep theRecords and Information confidential, to use the Information only for due diligencepurposes, to abstain from using the Information as the basis for any market transactions inSecurities of the Company Issuers and that they will not disclose any of the Records orInformation that the Company Issuers determine, in good faith, to be confidential andnotifies the Inspectors in writing are confidential unless (i) the disclosure of suchRecords or Information is necessary to avoid or correct a misstatement or omission in suchRegistration Statement or Prospectus, (ii) the release of such Records or Information isordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii)disclosure of such Records or Information is necessary or advisable, in the opinion ofcounsel for any Inspector, in connection with any action, claim, suit or proceeding,directly or indirectly, involving or potentially involving such Inspector and arising outof, based upon, relating to, or involving this Agreement or the Purchase Agreement, or anytransactions contemplated hereby or thereby or arising hereunder or thereunder, or (iv) theinformation in such Records or Information has been made generally available to the publicother than by an Inspector or an “affiliate” (as defined in Rule 405) thereof;provided, however, that prior notice shall be provided as soon aspracticable to the Company Issuers of the potential disclosure of any information by suchInspector pursuant to clauses (i) or (ii) of this sentence to permit the Company Issuers toobtain a protective order (or waive the provisions of this paragraph (o)) and that suchInspector shall take such actions as are reasonably necessary to protect the confidentialityof such information (if practicable) to the extent such action is otherwise not inconsistentwith, an impairment of or in derogation of the rights and interests of the Holder or anyInspector.
 
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(o) Provide an indenture trustee for the Registrable Securities or the ExchangeSecurities, as the case may be, and cause the Indenture or the trust indenture provided forin Section 2(a) hereof, as the case may be, to be qualified under the TIA not later than theeffective date of the first Registration Statement relating to the Registrable Securities;and in connection therewith, cooperate with the trustee under any such indenture and theHolders of the Registrable Securities, to effect such changes (if any) to such indenture asmay be required for such indenture to be so qualified in accordance with the terms of theTIA; and execute, and use its commercially reasonable efforts to cause such trustee toexecute, all documents as may be required to effect such changes, and all other forms anddocuments required to be filed with the SEC to enable such indenture to be so qualified in atimely manner.(p) Comply in all material respects with all applicable rules and regulations of theSEC and make generally available to its securityholders with regard to any applicableRegistration Statement, a consolidated earning statement satisfying the provisions ofSection 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgatedunder the Securities Act) no later than 45 days after the end of any fiscal quarter (or 90days after the end of any 12-month period if such period is a fiscal year) (i) commencing atthe end of any fiscal quarter in which Registrable Securities are sold to underwriters in afirm commitment or best efforts underwritten offering and (ii) if not sold to underwritersin such an offering, commencing on the first day of the first fiscal quarter of the CompanyIssuers, after the effective date of a Registration Statement, which statements shall coversaid 12-month periods; provided that this requirement shall be deemed satisfied by theCompany Issuers complying with Section 4.02 of the Indenture.(q) Upon consummation of the Exchange Offer or a Private Exchange, obtain an opinion ofcounsel to the Company Issuers, in a form customary for underwritten transactions, addressedto the Trustee for the benefit of all Holders of Registrable Securities participating in theExchange Offer or the Private Exchange, as the case may be, that the Exchange Securities orPrivate Exchange Notes (and the related Guarantees), as the case may be, the relatedguarantee and the related indenture constitute legal, valid and binding obligations of theCompany Issuers, enforceable against the Company Issuers in accordance with their respectiveterms, subject to customary exceptions and qualifications. If the Exchange Offer or aPrivate Exchange is to be consummated, upon delivery of the Registrable Securities byHolders to the Company Issuers (or to such other Person as directed by the Company Issuers),in exchange for the Exchange Securities or the Private Exchange Notes (and the relatedGuarantees), as the case may be, the Company Issuers shall mark, or cause to be marked, onsuch Registrable Securities that such Registrable Securities are being cancelled in exchangefor the Exchange Securities or the Private Exchange Notes (and the related Guarantees), asthe case may be; in no event shall such Registrable Securities be marked as paid orotherwise satisfied.(r) Use commercially reasonable efforts to cooperate with each seller of RegistrableSecurities covered by any Registration Statement and each underwriter, if any, participatingin the disposition of such Registrable Securities and their respective counsel in connectionwith any filings required to be made with the Financial Industry Regulatory Authority, Inc.(the “FINRA”).
 
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(s) Use its respective commercially reasonable efforts to take all other stepsreasonably necessary to effect the registration of the Exchange Securities and/orRegistrable Securities covered by a Registration Statement contemplated hereby.The Company Issuers may require each seller of Registrable Securities as to which anyregistration is being effected to furnish to the Company Issuers such information regarding suchseller and the distribution of such Registrable Securities as the Company Issuers may, from time totime, reasonably request. The Company Issuers may exclude from such registration the RegistrableSecurities of any seller so long as such seller fails to furnish such information within areasonable time after receiving such request. Each seller as to which any Shelf Registration isbeing effected agrees to furnish promptly to the Company Issuers all information required to bedisclosed in order to make the information previously furnished to the Company Issuers by suchseller not materially misleading.If any such Registration Statement refers to any Holder by name or otherwise as the holder ofany securities of the Company Issuers, then such Holder shall have the right to require (i) theinsertion therein of language, in form and substance reasonably satisfactory to such Holder, to theeffect that the holding by such Holder of such securities is not to be construed as arecommendation by such Holder of the investment quality of the securities covered thereby and thatsuch holding does not imply that such Holder will assist in meeting any future financialrequirements of the Company Issuers, or (ii) in the event that such reference to such Holder byname or otherwise is not required by the Securities Act or any similar federal statute then inforce, the deletion of the reference to such Holder in any amendment or supplement to theRegistration Statement filed or prepared subsequent to the time that such reference ceases to berequired.Each Holder of Registrable Securities and each Participating Broker-Dealer agrees by itsacquisition of such Registrable Securities or Exchange Securities to be sold by such ParticipatingBroker-Dealer, as the case may be, that, upon actual receipt of any notice from the Company Issuersof the happening of any event of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or5(c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securitiescovered by such Registration Statement or Prospectus or Exchange Securities to be sold by suchHolder or Participating Broker-Dealer, as the case may be, until such Holder’s or ParticipatingBroker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated bySection 5(k) hereof, or until it is advised in writing (the “Advice”) by the CompanyIssuers that the use of the applicable Prospectus may be resumed, and has received copies of anyamendments or supplements thereto. In the event that the Company Issuers shall give any suchnotice, each of the Applicable Period and the Effectiveness Period shall be extended by the numberof days during such periods from and including the date of the giving of such notice to andincluding the date when each seller of Registrable Securities covered by such RegistrationStatement or Exchange Securities to be sold by such Participating Broker-Dealer, as the case maybe, shall have received (x) the copies of the supplemented or amended Prospectus contemplated bySection 5(k) hereof or (y) the Advice.
 
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6. Registration ExpensesAll fees and expenses incident to the performance of or compliance with this Agreement by theCompany Issuers of their obligations under Sections 2, 3, 4, 5 and 8 shall be borne by the CompanyIssuers, whether or not the Exchange Offer Registration Statement or any Shelf Registration Statement is filed or becomes effective or the Exchange Offer is consummated, including, withoutlimitation, (i) all registration and filing fees (including, without limitation, (A) fees withrespect to filings required to be made with FINRA in connection with an underwritten offering and(B) fees and expenses of compliance with state securities or Blue Sky laws (including, withoutlimitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualificationsof the Exchange Securities)), (ii) printing expenses, including, without limitation, printingprospectuses if the printing of prospectuses is requested by the managing underwriter orunderwriters, if any, by the Holders of a majority in aggregate principal amount of theRegistrable Securities included in any Registration Statement or in respect of RegistrableSecurities or Exchange Securities to be sold by any Participating Broker-Dealer during theApplicable Period, as the case may be, (iii) fees and expenses of the Trustee, any exchange agentand their counsel, (iv) fees and disbursements of counsel for the Company Issuers and, in the caseof a Shelf Registration, reasonable fees and disbursements of one special counsel for all of thesellers of Registrable Securities selected by the Holder of a majority in aggregate principalamount of Registrable Securities covered by such Shelf Registration (which counsel shall bereasonably satisfactory to the Company Issuers) exclusive of any counsel retained pursuant toSection 7 hereof), (v) fees and disbursements of all independent certified public accountantsreferred to in Section 5(m) hereof (including, without limitation, the expenses of any “coldcomfort” letters required by or incident to such performance), (vi) rating agency fees, if any, andany fees associated with making the Registrable Securities or Exchange Securities eligible fortrading through The Depository Trust Company, (vii) Securities Act liability insurance, if theCompany Issuers desire such insurance, (viii) fees and expenses of all other Persons retained bythe Company Issuers, (ix) internal expenses of the Company Issuers (including, without limitation,all salaries and expenses of officers and employees of the Company Issuers performing legal oraccounting duties), (x) the expense of any annual audit, (xi) any fees and expenses incurred inconnection with the listing of the securities to be registered on any securities exchange, and theobtaining of a rating of the securities, in each case, if applicable and (xii) the expensesrelating to printing, word processing and distributing all Registration Statements, underwritingagreements, indentures and any other documents necessary in order to comply with this Agreement.7. Indemnification and Contribution.(a) The Company Issuers and the Guarantors jointly and severally agree, to indemnify and holdharmless each Holder of Registrable Securities, and each Participating Broker-Dealer sellingExchange Securities during the Applicable Period, and each Person, if any, who controls such Personor its affiliates within the meaning of Section 15 of the Act or Section 20 of the Exchange Act(each, a “Participant”) against any losses, claims, damages or liabilities, joint or several, towhich any Participant may become subject under the Securities Act, the Exchange Act or otherwise,insofar as any such losses, claims, damages or liabilities (or actions in respect thereof) ariseout of or are based upon:(i) any untrue statement or alleged untrue statement of any material fact contained inany Registration Statement (or any amendment thereto), or Prospectus (as amended orsupplemented if the Company Issuers shall have furnished any amendments or supplementsthereto) or any preliminary prospectus; or(ii) the omission or alleged omission to state, in any Registration Statement (or anyamendment thereto), or Prospectus (as amended or supplemented if the Company Issuers shallhave furnished any amendments or supplements thereto) or any preliminary prospectus or anyother document or any amendment or supplement thereto, a material fact required to bestated therein or necessary to make the statements therein not misleading,
 
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except, in each case, insofar as such losses, claims, damages or liabilities arise out of orbased upon any untrue statement or omission or alleged untrue statement or omission made inreliance upon and in conformity with any information relating to any Initial Purchaser orany Holder furnished to the Company Issuers in writing through the Initial Purchasers or anyselling Holder expressly for use therein;and agree (subject to the limitations set forth in the proviso to this sentence) to reimburse, asincurred, the Participant for any reasonable legal or other expenses incurred by the Participant inconnection with investigating, defending against or appearing as a third-party witness inconnection with any such loss, claim, damage, liability or action; provided,however, neither the Company Issuers nor the Guarantors will be liable in any such case tothe extent that any such loss, claim, damage, or liability arises out of or is based upon anyuntrue statement or alleged untrue statement or omission or alleged omission made in anyRegistration Statement (or any amendment thereto), or Prospectus (as amended or supplemented if theCompany Issuers shall have furnished any amendments or supplements thereto) or any preliminaryprospectus or any amendment or supplement thereto in reliance upon and in conformity with writteninformation relating to any Participant furnished to the Company Issuers by such Participantspecifically for use therein. The indemnity provided for in this Section 7 will be in addition toany liability that the Company Issuers may otherwise have to the indemnified parties. The CompanyIssuers and the Guarantors shall not be liable under this Section 7 to any indemnified partyregarding any settlement or compromise or consent to the entry of any judgment with respect to anypending or threatened claim, action, suit or proceeding in respect of which indemnification orcontribution may be sought hereunder (whether or not the indemnified parties are actual orpotential parties to such claim or action) unless such settlement, compromise or consent isconsented to by the Company Issuers and the Guarantors, which consent shall not be unreasonablywithheld.(b) Each Participant, severally and not jointly, agrees to indemnify and hold harmless theCompany Issuers, the Guarantors, their respective directors (or equivalent), their respectiveofficers who sign any Registration Statement and each person, if any, who controls the CompanyIssuers within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against anylosses, claims, damages or liabilities to which the Company Issuers, the Guarantors or any suchdirector, officer or controlling person may become subject under the Act, the Exchange Act orotherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)arise out of or are based upon (i) any untrue statement or alleged untrue statement of any materialfact contained in any Registration Statement, Prospectus, any amendment or supplement thereto, orany preliminary prospectus, or (ii) the omission or the alleged omission to state therein amaterial fact necessary to make the statements therein not misleading, in each case to the extent,but only to the extent, that such untrue statement or alleged untrue statement or omission oralleged omission was made in reliance upon and in conformity with written information concerningsuch Participant, furnished to the Company Issuers by or on behalf of such Participant,specifically for use therein; and subject to the limitation set forth immediately preceding thisclause, will reimburse, as incurred, any reasonable legal or other expenses incurred by the CompanyIssuers, the Guarantors or any such director, officer or controlling person in connection withinvestigating or defending against or appearing as a third party witness in connection with anysuch loss, claim, damage, liability or action in respect thereof. The indemnity provided for inthis Section 7 will be in addition to any
 
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liabilitythat the Participants may otherwise have to the indemnified parties. The Participants shallnot be liable under this Section 7 to any indemnified party regarding any settlement or compromiseor consent to the entry of any judgment with respect to any pending or threatened claim, action,suit or proceeding in respect of which indemnification or contribution may be sought hereunder(whether or not the indemnified parties are actual or potential parties to such claim or action)unless such settlement, compromise or consent is consented to by the Participants, which consentshall not be unreasonably withheld. The Company Issuers and the Guarantors shall not, without theprior written consent of such Participant, effect any settlement or compromise of any pending orthreatened proceeding in respect of which such Participant is or could have been a party, orindemnity could have been sought hereunder by such Participant, unless such settlement (A) includesan unconditional written release of such Participant, in form and substance reasonably satisfactoryto such Participant, from all liability on claims that are the subject matter of such proceedingand (B) does not include any statement as to an admission of fault, culpability or failure to actby or on behalf of such Participant.(c) Promptly after receipt by an indemnified party under this Section 7 of notice of thecommencement of any action, such indemnified party will, if a claim in respect thereof is to bemade against the indemnifying party under this Section 7, notify the indemnifying party of thecommencement thereof in writing; but the omission to so notify the indemnifying party (i) will notrelieve it from any liability under paragraph (a) or (b) above unless and to the extent it did nototherwise learn of such action and such failure results in the forfeiture by the indemnifying partyof substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying partyfrom any obligations to any indemnified party other than the indemnification obligation provided inparagraphs (a) and (b) above. The indemnifying party shall be entitled to appoint counsel(including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense torepresent the indemnified party in any action for which indemnification is sought (in which casethe indemnifying party shall not thereafter be responsible for the fees and expenses of anyseparate counsel, other than local counsel if not appointed by the indemnifying party, retained bythe indemnified party or parties except as set forth below); provided, however,that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding theindemnifying party’s election to appoint counsel (including local counsel) to represent theindemnified party in an action, the indemnified party shall have the right to employ separatecounsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costsand expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party torepresent the indemnified party would present such counsel with a conflict of interest (based onthe advice of counsel to the indemnified person); (ii) such action includes both the indemnifiedparty and the indemnifying party and the indemnified party shall have reasonably concluded (basedon the advice of counsel to the indemnified person) that there may be legal defenses available toit and/or other indemnified parties that are different from or additional to those available to theindemnifying party; (iii) the indemnifying party shall not have employed counsel reasonablysatisfactory to the indemnified party to represent the indemnified party within a reasonable timeafter notice of the institution of such action; or (iv) the indemnifying party shall authorize theindemnified party to employ separate counsel at the expense of the indemnifying party. It isunderstood and agreed that the indemnifying person shall not, in connection with any proceeding orseparate but related or substantially similar proceedings in the same jurisdiction arising out ofthe same general allegations or circumstances, be liable for the reasonable fees and expenses ofmore than one separate firm (in addition to any local counsel) representing the indemnified partiesunder paragraph (a) or paragraph (b) of this Section 7, as the case may be, who are parties to suchaction or actions. Any such separate firm for any Participants shall be designated in writing byParticipants who sold a
 
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majority in interest of the Registrable Securities andExchange Securities sold by all such Participants in the case of paragraph (a) of this Section7 or the Company Issuers in the case of paragraph (b) of this Section 7. In the event that anyParticipants are indemnified persons collectively entitled, in connection with a proceeding orseparate but related or substantially similar proceedings in a single jurisdiction, to the paymentof fees and expenses of a single separate firm under this Section 7(c), and any such Participantscannot agree to a mutually acceptable separate firm to act as counsel thereto, then such separatefirm for all such Indemnified Persons shall be designated in writing by Participants who sold amajority in interest of the Registrable Securities and Exchange Securities sold by all suchParticipants. An indemnifying party will not, without the prior written consent of the indemnifiedparties, settle or compromise or consent to the entry of any judgment with respect to any pendingor threatened claim, action, suit or proceeding in respect of which indemnification or contributionmay be sought hereunder (whether or not the indemnified parties are actual or potential parties tosuch claim or action) unless such settlement, compromise or consent includes an unconditionalrelease of each indemnified party from all liability arising out of such claim, action, suit orproceeding and does not include any statement as to, or any admission of, fault, culpability orfailure to act by or on behalf of any indemnified party. All fees and expenses reimbursed pursuantto this paragraph (c) shall be reimbursed as they are incurred.(d) After notice from the indemnifying party to such indemnified party of its election so toassume the defense thereof and approval by such indemnified party of counsel appointed to defendsuch action, the indemnifying party will not be liable to such indemnified party under this Section7 for any legal or other expenses, other than reasonable costs of investigation, subsequentlyincurred by such indemnified party in connection with the defense thereof, unless (i) theindemnified party shall have employed separate counsel in accordance with the third sentence ofparagraph (c) of this Section 7 or (ii) the indemnifying party has authorized in writing theemployment of counsel for the indemnified party at the expense of the indemnifying party. Aftersuch notice from the indemnifying party to such indemnified party, the indemnifying party will notbe liable for the costs and expenses of any settlement of such action effected by such indemnifiedparty without the prior written consent of the indemnifying party (which consent shall not beunreasonably withheld), unless such indemnified party waived in writing its rights under thisSection 7, in which case the indemnified party may effect such a settlement without such consent.(e) In circumstances in which the indemnity agreement provided for in the preceding paragraphsof this Section 7 is unavailable to, or insufficient to hold harmless, an indemnified party inrespect of any losses, claims, damages or liabilities (or actions in respect thereof) (other thanby virtue of the failure of an indemnified party to notify the indemnifying party of its right toindemnification pursuant to paragraph (a) or (b) of this Section 7, where such failure materiallyprejudices the indemnifying party (through the forfeiture of substantial rights or defenses)), eachindemnifying party, in order to provide for just and equitable contribution, shall contribute tothe amount paid or payable by such indemnified party as a result of such losses, claims, damages orliabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) therelative benefits received by the indemnifying party or parties on the one hand and the indemnifiedparty on the other from the offering of the Securities or (ii) if the allocation provided by theforegoing clause (i) is not permitted by applicable law, not only such relative benefits but alsothe relative fault of the indemnifying party or parties on the one hand and the indemnified partyon the other in connection with the statements or omissions or alleged statements or omissions thatresulted in such losses, claims, damages or liabilities (or actions in respect thereof). Therelative benefits received by the Company Issuers and the Guarantors on the one hand and suchParticipant on the other shall be
 
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deemed to be in the same proportion that the total net proceeds from the offering (beforededucting expenses) of the Securities received by the Company Issuers bear to the total discountsand commissions received by such Participant in connection with the sale of the Securities (or ifsuch Participant did not receive discounts or commissions, the value or receiving the Securities).The relative fault of the parties shall be determined by reference to, among other things, whetherthe untrue or alleged untrue statement of a material fact or the omission or alleged omission tostate a material fact relates to information supplied by the Company Issuers on the one hand, orthe Participants on the other, the parties’ relative intent, knowledge, access to information andopportunity to correct or prevent such statement or omission or alleged statement or omission, andany other equitable considerations appropriate in the circumstances. The parties agree that itwould not be equitable if the amount of such contribution were determined by pro rata or per capitaallocation or by any other method of allocation that does not take into account the equitableconsiderations referred to in the first sentence of this paragraph (e). Notwithstanding any otherprovision of this paragraph (e), no Participant shall be obligated to make contributions hereunderthat in the aggregate exceed the total discounts, commissions and other compensation or netproceeds on the sale of Securities received by such Participant in connection with the sale of theSecurities, less the aggregate amount of any damages that such Participant has otherwise beenrequired to pay by reason of the untrue or alleged untrue statements or the omissions or allegedomissions to state a material fact, and no person guilty of fraudulent misrepresentation (withinthe meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who wasnot guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person,if any, who controls a Participant within the meaning of Section 15 of the Act or Section 20 of theExchange Act shall have the same rights to contribution as the Participants, and each director ofthe Company Issuers and the Guarantors, each officer of the Company Issuers and the Guarantors andeach person, if any, who controls the Company Issuers and the Guarantors within the meaning ofSection 15 of the Act or Section 20 of the Exchange Act, shall have the same rights to contributionas the Company Issuers.8. Rule 144AThe Company Issuers covenant and agree that they will use commercially reasonable efforts tofile the reports required to be filed by them under the Securities Act and the Exchange Act and therules and regulations adopted by the SEC thereunder in a timely manner in accordance with therequirements of the Securities Act and the Exchange Act and, if at any time the Company Issuers arenot required to file such reports, the Company Issuers will, upon the request of any Holder orbeneficial owner of Registrable Securities, make available such information necessary to permitsales pursuant to Rule 144A. The Company Issuers further covenant and agree, for so long as anyRegistrable Securities remain outstanding that they will take such further action as any Holder ofRegistrable Securities may reasonably request, all to the extent required from time to time toenable such holder to sell Registrable Securities without registration under the Securities Actwithin the limitation of the exemptions provided by Rule 144A unless the Company Issuers are thensubject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy theinformation requirements of Rule 144A then in effect.9. Underwritten RegistrationsThe Company Issuers shall not be required to assist in an underwritten offering unlessrequested by the Holders of a majority in aggregate principal amount of the RegistrableSecurities. If any of the Registrable Securities covered by any Shelf Registration are to be soldin an underwritten offering,the investment banker or investment bankers and manager or managers that will manage theoffering will be selected by the Holders of a majority in aggregate principal amount of suchRegistrable Securities included in such offering and shall be reasonably acceptable to the CompanyIssuers.
 
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No Holder of Registrable Securities may participate in any underwritten registration hereunderunless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided inany underwriting arrangements approved by the Persons entitled hereunder to approve sucharrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities,underwriting agreements and other documents required under the terms of such underwritingarrangements.10. Miscellaneous(a) No Inconsistent Agreements. The Company Issuers have not as of the date hereof,and the Company Issuers shall not, after the date of this Agreement, enter into any agreement withrespect to any of their securities that is inconsistent with the rights granted to the Holders ofRegistrable Securities in this Agreement or otherwise conflicts with the provisions hereof. Therights granted to the Holders hereunder do not in any way conflict with and are not inconsistentwith the rights granted to the holders of the Company Issuers other issued and outstandingsecurities under any such agreements. The Company Issuers will not enter into any other agreementwith respect to any of its securities which will grant to any Person piggy-back registration rightswith respect to any Registration Statement.(b) Amendments and Waivers. The provisions of this Agreement may not be amended,modified or supplemented, and waivers or consents to departures from the provisions hereof may notbe given, otherwise than with the prior written consent of (I) the Company Issuers, and (II) (A)the Holders of not less than a majority in aggregate principal amount of the then outstandingRegistrable Securities and (B) in circumstances that would adversely affect the ParticipatingBroker-Dealers, the Participating Broker-Dealers holding not less than a majority in aggregateprincipal amount of the Exchange Notes held by all Participating Broker-Dealers; provided,however, that Section 7 and this Section 10(b) may not be amended, modified or supplementedwithout the prior written consent of each Holder and each Participating Broker-Dealer (includingany person who was a Holder or Participating Broker-Dealer of Registrable Securities or ExchangeSecurities, as the case may be, disposed of pursuant to any Registration Statement) affected by anysuch amendment, modification or supplement. Notwithstanding the foregoing, a waiver or consent todepart from the provisions hereof with respect to a matter that relates exclusively to the rightsof Holders of Registrable Securities whose securities are being sold pursuant to a RegistrationStatement and that does not directly or indirectly affect, impair, limit or compromise the rightsof other Holders of Registrable Securities may be given by Holders of at least a majority inaggregate principal amount of the Registrable Securities being sold pursuant to such RegistrationStatement.
 
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(c) Notices. All notices and other communications (including, without limitation, anynotices or other communications to the Trustee) provided for or permitted hereunder shall be madein writing by hand-delivery, registered first-class mail, next-day air courier or facsimile:(i) if to a Holder of the Registrable Securities, or any Participating Broker-Dealer,at the most current address of such Holder, or Participating Broker-Dealer, as the case maybe, set forth on the records of the registrar under the Indenture, with a copy in likemanner to the Initial Purchasers at the address or addresses set forth in the PurchaseAgreement;   with a copy to:    Cahill Gordon & Reindel llp80 Pine StreetNew York, New York 10005Facsimile No.: (212) 269-5420Attention: John A. Tripodoro, Esq.Douglas S. Horowitz, Esq.  (ii) if to the Initial Purchasers, at the address specified in Section 10(c)(i);  (iii) if to the Company Issuers, at the address as follows:    Associated Materials, LLC3773 State RoadCuyahoga Falls, Ohio 44223Facsimile No.: (330) 922-2296Attention: Chief Financial Officer    with a copy to:    Simpson Thacher & Bartlett LLP2550 Hanover StreetPalo Alto, California 94304Facsimile No.: (650) 251-5002Attention: William B. Brentani, Esq.All such notices and communications shall be deemed to have been duly given: when deliveredby hand, if personally delivered; five Business Days after being deposited in the mail, postageprepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; andupon written confirmation, if sent by facsimile.Copies of all such notices, demands or other communications shall be concurrently delivered bythe Person giving the same to the Trustee at the address and in the manner specified in suchIndenture.(d) Successors and Assigns. This Agreement shall inure to the benefit of and bebinding upon the successors and assigns of each of the parties hereto, the Holders and theParticipating Broker-Dealers; provided, however, that nothing herein shall bedeemed to permit any assignment, transfer or other disposition of Registrable Securities inviolation of the terms of the Purchase Agreement or the Indenture.
 
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(e) Counterparts. This Agreement may be executed in any number of counterparts and bythe parties hereto in separate counterparts, each of which when so executed shall be deemed to bean original and all of which taken together shall constitute one and the same agreement.(f) Headings. The headings in this Agreement are for convenience of reference onlyand shall not limit or otherwise affect the meaning hereof.(g) **Governing Law****. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHINTHE STATE OF NEW YORK. EACH OF THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION,PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.**(h) Severability. If any term, provision, covenant or restriction of this Agreementis held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, theremainder of the terms, provisions, covenants and restrictions set forth herein shall remain infull force and effect and shall in no way be affected, impaired or invalidated, and the partieshereto shall use their commercially best efforts to find and employ an alternative means to achievethe same or substantially the same result as that contemplated by such term, provision, covenant orrestriction. It is hereby stipulated and declared to be the intention of the parties that theywould have executed the remaining terms, provisions, covenants and restrictions without includingany of such that may be hereafter declared invalid, illegal, void or unenforceable.(i) Notes Held by the Company Issuers or their Affiliates. Whenever the consent orapproval of Holders of a specified percentage of Registrable Securities is required hereunder,Registrable Securities held by the Company Issuers or their affiliates (as such term is defined inRule 405 under the Securities Act) shall not be counted in determining whether such consent orapproval was given by the Holders of such required percentage.(j) Third-Party Beneficiaries. Holders of Registrable Securities and ParticipatingBroker-Dealers are intended third-party beneficiaries of this Agreement, and this Agreement may beenforced by such Persons.(k) Entire Agreement. This Agreement (and solely as regards payment of AdditionalInterest, the Indenture) is intended by the parties as a final and exclusive statement of theagreement and understanding of the parties hereto in respect of the subject matter contained hereinand therein and any and all prior oral or written agreements, representations, or warranties,contracts, understandings, correspondence, conversations and memoranda between the Holders andInitial Purchasers on the one hand and the Company Issuers on the other, or between or among anyagents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successorsin interest with respect to the subject matter hereof and thereof are merged herein and replacedhereby.
 
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first writtenabove.      The Company Issuers: