Exhibit 4.1




---



##### 



Trust Indenture Act Section
    
    Indenture Section310 (a)(1)
    
    7.10(a)(2)
    
    7.10(a)(3)
    
    N.A.(a)(4)
    
    N.A.(a)(5)
    
    7.10(b)
    
    7.10311(a)
    
    7.11(b)
    
    7.11312(a)
    
    2.05(b)
    
    13.03(c)
    
    13.03313(a)
    
    7.06(b)(1)
    
    N.A.(b)(2)
    
    7.06; 7.07(c)
    
    7.06; 13.02(d)
    
    7.06314(a)
    
    4.03; 4.04; 6.01;13.02; 13.05(b)
    
    6.01(c)(1)
    
    6.01; 13.04(c)(2)
    
    6.01; 13.04(c)(3)
    
    6.01(d)
    
    6.01(e)
    
    13.05(f)
    
    N/A315(a)
    
    7.01(b)
    
    7.05; 13.02(c)
    
    7.01(d)
    
    7.01(e)
    
    6.14316(a)(last sentence)
    
    2.09(a)(1)(A)
    
    6.05(a)(1)(B)
    
    6.04(a)(2)
    
    N.A.(b)
    
    6.07(c)
    
    2.12; 9.04317(a)(1)
    
    6.08(a)(2)
    
    6.12(b)
    
    2.04318(a)
    
    13.01(b)
    
    N.A.(c)
    
    13.01
 N.A. means not applicable.*
    
    This Cross-Reference Table is not part of the Indenture.




---



##### 



PageARTICLE 1DEFINITIONS AND INCORPORATION BY REFERENCESection 1.01 Definitions
    
    
    1Section 1.02 Other Definitions
    
    
    39Section 1.03 Incorporation by Reference of Trust Indenture Act
    
    
    40Section 1.04 Rules of Construction
    
    
    40Section 1.05 Acts of Holders
    
    
    41ARTICLE 2THE NOTESSection 2.01 Form and Dating; Terms
    
    
    42Section 2.02 Execution and Authentication
    
    
    44Section 2.03 Registrar and Paying Agent
    
    
    44Section 2.04 Paying Agent to Hold Money in Trust
    
    
    45Section 2.05 Holder Lists
    
    
    45Section 2.06 Transfer and Exchange
    
    
    45Section 2.07 Replacement Notes
    
    
    56Section 2.08 Outstanding Notes
    
    
    57Section 2.09 Treasury Notes
    
    
    57Section 2.10 Temporary Notes
    
    
    57Section 2.11 Cancellation
    
    
    58Section 2.12 Defaulted Interest
    
    
    58Section 2.13 CUSIP Numbers
    
    
    58Section 2.14 Global Notes
    
    
    59ARTICLE 3REDEMPTIONSection 3.01 Notices to Trustee
    
    
    59Section 3.02 Selection of Notes to Be Redeemed or Purchased
    
    
    59Section 3.03 Notice of Redemption
    
    
    59Section 3.04 Effect of Notice of Redemption
    
    
    60Section 3.05 Deposit of Redemption or Purchase Price
    
    
    61Section 3.06 Notes Redeemed or Purchased in Part
    
    
    61Section 3.07 Optional Redemption
    
    
    61Section 3.08 Mandatory Redemption
    
    
    62Section 3.09 Offers to Repurchase by Application of Excess Proceeds or Excess ABL Proceeds
    
    
    62
  -i-




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##### 



PageARTICLE 4COVENANTSSection 4.01 Payment of Notes
    
    
    64Section 4.02 Maintenance of Office or Agency
    
    
    64Section 4.03 Reports and Other Information
    
    
    65Section 4.04 Compliance Certificate
    
    
    67Section 4.05 Taxes
    
    
    67Section 4.06 Stay, Extension and Usury Laws
    
    
    67Section 4.07 Limitation on Restricted Payments
    
    
    67Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
    
    
    74Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
    
    
    76Section 4.10 Asset Sales
    
    
    82Section 4.11 Transactions with Affiliates
    
    
    86Section 4.12 Liens
    
    
    88Section 4.13 Corporate Existence
    
    
    89Section 4.14 Offer to Repurchase Upon Change of Control
    
    
    89Section 4.15 Additional Guarantees
    
    
    91Section 4.16 Discharge and Suspension of Covenants
    
    
    91Section 4.17 [Reserved]
    
    
    92Section 4.18 Restrictions on Activities of the Co-Issuer
    
    
    92Section 4.19 Further Assurances; After Acquired Property
    
    
    92Section 4.20 Information Regarding Collateral
    
    
    92ARTICLE 5SUCCESSORSSection 5.01 Merger, Consolidation or Sale of All or Substantially All Assets
    
    
    93Section 5.02 Successor Corporation Substituted
    
    
    95ARTICLE 6DEFAULTS AND REMEDIESSection 6.01 Events of Default
    
    
    95Section 6.02 Acceleration
    
    
    98Section 6.03 Other Remedies
    
    
    99Section 6.04 Waiver of Past Defaults
    
    
    99Section 6.05 Control by Majority
    
    
    99Section 6.06 Limitation on Suits
    
    
    99Section 6.07 Rights of Holders of Notes to Receive Payment
    
    
    100Section 6.08 Collection Suit by Trustee
    
    
    100Section 6.09 Restoration of Rights and Remedies
    
    
    100Section 6.10 Rights and Remedies Cumulative
    
    
    100Section 6.11 Delay or Omission Not Waiver
    
    
    100Section 6.12 Trustee May File Proofs of Claim
    
    
    101Section 6.13 Priorities
    
    
    101Section 6.14 Undertaking for Costs
    
    
    102
  -ii-




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##### 



PageARTICLE 7TRUSTEESection 7.01 Duties of Trustee
    
    
    102Section 7.02 Rights of Trustee
    
    
    103Section 7.03 Individual Rights of Trustee
    
    
    104Section 7.04 Trustees Disclaimer
    
    
    104Section 7.05 Notice of Defaults
    
    
    104Section 7.06 Reports by Trustee to Holders of the Notes
    
    
    104Section 7.07 Compensation and Indemnity
    
    
    105Section 7.08 Replacement of Trustee
    
    
    105Section 7.09 Successor Trustee by Merger, Etc.
    
    
    106Section 7.10 Eligibility; Disqualification
    
    
    106Section 7.11 Preferential Collection of Claims Against Issuers
    
    
    107Section 7.12 Security Documents; Intercreditor Agreement
    
    
    107ARTICLE 8LEGAL DEFEASANCE AND COVENANT DEFEASANCESection 8.01 Option to Effect Legal Defeasance or Covenant Defeasance
    
    
    107Section 8.02 Legal Defeasance and Discharge
    
    
    107Section 8.03 Covenant Defeasance
    
    
    108Section 8.04 Conditions to Legal or Covenant Defeasance
    
    
    108Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions
    
    
    110Section 8.06 Repayment to Issuers
    
    
    110Section 8.07 Reinstatement
    
    
    110ARTICLE 9AMENDMENT, SUPPLEMENT AND WAIVERSection 9.01 Without Consent of Holders of Notes
    
    
    111Section 9.02 With Consent of Holders of Notes
    
    
    113Section 9.03 Compliance with Trust Indenture Act
    
    
    114Section 9.04 Revocation and Effect of Consents
    
    
    115Section 9.05 Notation on or Exchange of Notes
    
    
    115Section 9.06 Trustee and Notes Collateral Agent to Sign Amendments, Etc.
    
    
    115ARTICLE 10GUARANTEESSection 10.01 Guarantee
    
    
    116Section 10.02 Limitation on Guarantor Liability
    
    
    117Section 10.03 Execution and Delivery
    
    
    117Section 10.04 Subrogation
    
    
    118Section 10.05 Benefits Acknowledged
    
    
    118Section 10.06 Release of Guarantees
    
    
    118
  -iii-




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##### 



PageARTICLE 11COLLATERALSection 11.01 Collateral and Security Documents
    
    
    119Section 11.02 Non-Impairment of Liens
    
    
    119Section 11.03 Release of Collateral
    
    
    120Section 11.04 Suits To Protect the Collateral
    
    
    121Section 11.05 Authorization of Receipt of Funds by the Trustee Under the Security Documents
    
    
    121Section 11.06 Purchaser Protected
    
    
    121Section 11.07 Powers Exercisable by Receiver or Trustee
    
    
    121Section 11.08 Release Upon Termination of the Issuers Obligations
    
    
    122Section 11.09 Notes Collateral Agent
    
    
    122Section 11.10 Designations
    
    
    129Section 11.11 Limitations on Stock Collateral
    
    
    129Section 11.12 Limitations on Certain Perfection Items
    
    
    130ARTICLE 12SATISFACTION AND DISCHARGESection 12.01 Satisfaction and Discharge
    
    
    130Section 12.02 Application of Trust Money
    
    
    131ARTICLE 13MISCELLANEOUSSection 13.01 Trust Indenture Act Controls
    
    
    131Section 13.02 Notices
    
    
    132Section 13.03 Communication by Holders of Notes with Other Holders of Notes
    
    
    132Section 13.04 Certificate and Opinion as to Conditions Precedent
    
    
    133Section 13.05 Statements Required in Certificate or Opinion
    
    
    133Section 13.06 Rules by Trustee and Agents
    
    
    133Section 13.07 No Personal Liability of Directors, Officers, Employees, Incorporators, Members, Partners and Stockholders
    
    
    134Section 13.08 Governing Law
    
    
    134Section 13.09 Waiver of Jury Trial
    
    
    134Section 13.10 Force Majeure
    
    
    134Section 13.11 No Adverse Interpretation of Other Agreements
    
    
    134Section 13.12 Successors
    
    
    134Section 13.13 Severability
    
    
    134Section 13.14 Counterpart Originals
    
    
    135Section 13.15 Table of Contents, Headings, Etc.
    
    
    135Section 13.16 Intercreditor Agreement Governs
    
    
    135
  -iv-




---



##### 



EXHIBITSExhibit A
    
    Form of NoteExhibit B
    
    Form of Certificate of TransferExhibit C
    
    Form of Certificate of ExchangeExhibit D
    
    Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors
  -v-




---



##### 



Merger Sub Co-Issuer
 W I T N E S S E T H
 Initial Notes
       144A Global Note
 ABL Collateral
 Acquired Indebtedness
   Acquisition




---



##### 



Additional Interest
 Additional Notes
 Affiliate
 Agent
 AMLLC
 Applicable Premium
   Applicable Procedures
 Asset Sale
      -2-




---



##### 



-3-




---



##### 



Bank Collateral Agent
 Bank Lender
 Bank Products
 Bankruptcy Code
 Bankruptcy Law
 Board
 Borrowing Base
     Broker-Dealer
 Business Day
 Capital Stock
   -4-




---



##### 



Capitalized Lease Obligation
 Cash Equivalents
          -5-




---



##### 



Change of Control
   Clearstream
 Code
 Co-Issuer
 Collateral
  -6-




---



##### 



Consolidated Depreciation and Amortization Expense
 Consolidated Interest Expense
     Consolidated Net Income provided however
     -7-




---



##### 



provided
        -8-




---



##### 



Consolidated Secured Debt Ratio
  -9-




---



##### 



Consolidated Total Indebtedness
 Contingent Obligations primary obligations primary obligor
      Corporate Trust Office of the Trustee
 Credit Facilities
 Custodian
  -10-




---



##### 



Default
 Definitive Note Exhibit
A
 Depositary
 Designated Non-cash Consideration
 Designated Preferred Stock
 Discharge of ABL Obligations
 Disqualified Stock
 Domestic Subsidiary
  -11-




---



##### 



EBITDA
  plus
 plus
 plus
 plus
 plus
 provided plus
 plus
 plus
  -12-




---



##### 



pro forma provided further provided further plus
 plus
 plus
   EMU
 Enforcement Notice
  -13-




---



##### 



Equity Interests
 Equity Offering
    euro
 Euroclear
 Exchange Act
 Exchange Notes
 Exchange Offer
 Exchange Offer Registration Statement
 Excluded Accounts
 Excluded Assets
        -14-




---



##### 



provided however
 Excluded Capital Stock
  -15-




---



##### 



Excluded Contribution
    Excluded Subsidiary
 Existing Notes
 fair market value
  -16-




---



##### 



Fixed Charge Coverage Ratio Fixed Charge
Coverage Ratio Calculation Date
 pro forma pro forma
 pro forma pro forma pro forma pro forma pro forma pro forma pro forma pro forma
  -17-




---



##### 



Fixed Charges
    Foreign Subsidiary
 GAAP provided provided further
 Global Note Legend
 Global Notes
 Government Securities
   -18-




---



##### 



Grantors
 guarantee
 Guarantee
 Guarantor
 Hedging Obligations
 holder
 Holder
 Immaterial Subsidiary
  -19-




---



##### 



Indebtedness
          provided however
 Indenture
 Independent Financial Advisor
 Indirect Participant
 Initial Notes
  -20-




---



##### 



Initial Purchasers
 Intercreditor Agreement
 interest
 Interest Payment Date
 Investment Grade Rating
 Investments
       -21-




---



##### 



Investors
 Issue Date
 Issuers
 Issuer Order
 Junior Lien Priority
 Legal Holiday
 Lenders Debt
 Letter of Transmittal
 Lien
 Mergers
 Merger Sub
  -22-




---



##### 



Moodys
 Net Income
 Net Proceeds
 Non-U.S. Person
 Notes
 Notes Collateral
 Notes Collateral Agent
 Notes Documents
 Obligations
 Offering Memorandum
  -23-




---



##### 



Officer
 Officers Certificate
 Opinion of Counsel
 Other Pari Passu Lien Obligations
 Parent
 Parent Entity
 Pari Passu Lien Priority
 Participant
 Permitted Asset Swap
 Permitted Holders
  -24-




---



##### 



Permitted Investments
                -25-




---



##### 



provided however
             -26-




---



##### 



Permitted Liens
      provided provided further
  -27-




---



##### 



provided however provided further however
 provided however provided further however
        -28-




---



##### 



provided however
      provided
  -29-




---



##### 



-30-




---



##### 



provided however
        Permitted Parent
  -31-




---



##### 



Person
 Personal Property Security Act
 Pledge Agreement
 Preferred Stock
 Private Placement Legend
 QIB
 Qualified Proceeds provided
 Rating Agencies
 Real Estate Asset provided
 Receivables Facility
 Receivables Fees
 Receivables Subsidiary
  -32-




---



##### 



Record Date
 Redemption Bridge Loans
 Registration Rights Agreement
 Regulation S
 Regulation S Global Note
 Regulation S Permanent Global Note
 Regulation S Temporary Global Note
 Regulation S Temporary Global Note Legend
 Related Business Assets provided
 Related Person
 Responsible Officer
  -33-




---



##### 



Restricted Definitive Note
 Restricted Global Note
 Restricted Investment
 Restricted Period
 Restricted Subsidiary
 Rule 144
 Rule 144A
 Rule 903
 Rule 904
 S&P
 Sale and Lease-Back Transaction
 SEC
 Secured Indebtedness
 Secured Parties
 Securities Act
 Security Agreement
  -34-




---



##### 



Security Documents
 Senior Credit Agreement
 Senior Indebtedness
     provided however
   -35-




---



##### 



Shelf Registration Statement
 Significant Subsidiary
 Similar Business
 Subject Property provided however provided further
 Subordinated Indebtedness
    -36-




---



##### 



Subsidiary
     Total Assets
 Transaction Agreement
 Transaction Expenses
 Transactions
 Treasury Rate provided however
 Trust Indenture Act TIA
 Trustee
  -37-




---



##### 



Uniform Commercial Code UCC
 Unrestricted Definitive Note
 Unrestricted Global Note
 Unrestricted Subsidiary
           pro forma
   -38-




---



##### 



U.S. Person
 Voting Stock
 Weighted Average Life to Maturity
   Wholly-Owned Subsidiary
 Other Definitions
 DefinedTerm
    
    in SectionABL Asset Sale Offer
    
    
    4.10Acceptable Commitment
    
    
    4.10Additional Assets
    
    
    4.10Affiliate Transaction
    
    
    4.11Application Period
    
    
    4.10Asset Sale Offer
    
    
    4.10Authentication Order
    
    
    2.02Change of Control Offer
    
    
    4.14Change of Control Payment
    
    
    4.14Change of Control Payment Date
    
    
    4.14Covenant Defeasance
    
    
    8.03DTC
    
    
    2.03Event of Default
    
    
    6.01Excess Proceeds
    
    
    4.10incur
    
    
    4.09Legal Defeasance
    
    
    8.02Non-ABL Collateral
    
    
    4.10Note Register
    
    
    2.03Offer Amount
    
    
    3.09Offer Period
    
    
    3.09Pari Passu Indebtedness
    
    
    4.10Paying Agent
    
    
    2.03Purchase Date
    
    
    3.09Redemption Date
    
    
    3.07
  -39-




---



##### 



DefinedTerm
    
    in SectionRefinancing Indebtedness
    
    
    4.09Refunding Capital Stock
    
    
    4.07Registrar
    
    
    2.03Restricted Payments
    
    
    4.07Reversion Date
    
    
    4.16Second Commitment
    
    
    4.10Subject Lien
    
    
    4.12Successor Company
    
    
    5.01Successor Person
    
    
    5.01Suspended Covenants
    
    
    4.16Suspension Period
    
    
    4.16Treasury Capital Stock
    
    
    4.07
 Incorporation by Reference of Trust Indenture Act
         Rules of Construction
       -40-




---



##### 



Acts of Holders
       -41-




---



##### 



Form and Dating; Terms
 General Exhibit A
 Global Notes Exhibit A Exhibit A
  -42-




---



##### 



Temporary Global Notes
    Terms
   pari passu provided
 Euroclear and Clearstream Procedures Applicable
  -43-




---



##### 



Execution and Authentication
   Exhibit A
 Authentication
Order
  Registrar and Paying Agent
 Registrar Paying Agent Note
Register
    -44-




---



##### 



Paying Agent to Hold Money in Trust
  Holder Lists
  Transfer and Exchange
 Transfer and Exchange of Global Notes provided however
 Transfer and Exchange of Beneficial Interests in the Global Notes
 Transfer of Beneficial Interests in the Same Global Note provided however
  -45-




---



##### 



All Other Transfers and Exchanges of Beneficial Interests in Global Notes
 Transfer of Beneficial Interests to Another Restricted Global Note
 Exhibit B
 Exhibit B
  -46-




---



##### 



Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note
     Exhibit C
 Exhibit B
    Transfer or Exchange of Beneficial Interests for Definitive Notes
  -47-




---



##### 



Exhibit C
 Exhibit B
 Exhibit B
 Exhibit B
 Exhibit B
 Exhibit B
  Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes
  -48-




---



##### 



Beneficial Interests in Restricted Global Notes to Unrestricted Definitive
Notes
     Exhibit C
   Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes
  -49-




---



##### 



Transfer and Exchange of Definitive Notes for Beneficial Interests
 Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes
 Exhibit C
 Exhibit B
  Exhibit B
 Exhibit B
 Exhibit B
  Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes
    -50-




---



##### 



Exhibit C
 Exhibit B
   Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes
  Transfer and Exchange of Definitive Notes for Definitive Notes
 Restricted Definitive Notes to Restricted Definitive Notes
 Exhibit B
  -51-




---



##### 



Exhibit B
 Exhibit B
 Restricted Definitive Notes to Unrestricted Definitive Notes
     Exhibit C
 Exhibit B
   -52-




---



##### 



Unrestricted Definitive Notes to Unrestricted Definitive Notes
 Exchange Offer
  Private Placement Legend
     -53-




---



##### 



-54-




---



##### 



Global Note Legend
  Regulation S Temporary Global Note Legend
  Cancellation and/or Adjustment of Global
 General Provisions Relating to Transfers and Exchanges
   -55-




---



##### 



Replacement Notes
   -56-




---



##### 



Outstanding Notes
     Treasury Notes
  Temporary Notes
   -57-




---



##### 



Cancellation
  Defaulted Interest
   CUSIP Numbers
   -58-




---



##### 



Global Notes
    Notices to Trustee
  Selection of Notes to Be Redeemed or Purchased
 pro rata
  Notice of Redemption
   -59-




---



##### 



provided
 Effect of Notice of Redemption
   -60-




---



##### 



Deposit of Redemption or Purchase Price
   Notes Redeemed or Purchased in Part
 provided
 Optional Redemption
 Redemption Date
  Year
    
    Percentage2013
    
    
    106.844
    %2014
    
    
    104.563
    %2015
    
    
    102.281
    %2016 and thereafter
    
    
    100.000
    %
  -61-




---



##### 



provided
    Mandatory Redemption
  Offers to Repurchase by Application of Excess Proceeds or Excess ABL Proceeds
  Offer Period Purchase Date Offer Amount pro rata
   -62-




---



##### 



-63-




---



##### 



pro rata
 provided
    Payment of Notes
   Maintenance of Office or Agency
   -64-




---



##### 



provided
  Reports and Other Information
    Form 8-K
    -65-




---



##### 



-66-




---



##### 



Compliance Certificate
   Taxes
  Stay, Extension and Usury Laws
  Limitation on Restricted Payments
     -67-




---



##### 



pro rata
       Restricted Payments
    plus
  -68-




---



##### 



provided however plus
 plus
    -69-




---



##### 



plus
    Treasury Capital Stock Refunding Capital Stock
    -70-




---



##### 



provided however provided further
 plus
 less
  provided further
  -71-




---



##### 



provided however pro forma
       -72-




---



##### 



provided
   provided
      -73-




---



##### 



provided however
  Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
          -74-




---



##### 



-75-




---



##### 



provided
   Section 4.09
    
    Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.
 incur incurrence provided however pro forma pro forma provided further pro forma
    -76-




---



##### 



provided
 provided however
 provided however
 provided provided further
  -77-




---



##### 



provided provided further
 provided
     -78-




---



##### 



Refinancing
Indebtedness
  pari passu
     provided further
  -79-




---



##### 



provided however pro forma
    provided
       -80-




---



##### 



provided
   provided
  -81-




---



##### 



Asset Sales
 Non-ABL Collateral
    Asset Sale Offer provided however provided further
 Additional Assets
  -82-




---



##### 



provided Acceptable Commitment Second Commitment provided further
      -83-




---



##### 



provided
 ABL Asset Sale Offer
   -84-




---



##### 



-85-




---



##### 



Transactions with Affiliates
 Affiliate Transaction
          -86-




---



##### 



provided however
         -87-




---



##### 



provided
    Liens
 Subject Lien
     -88-




---



##### 



Corporate Existence
 provided
 Offer to Repurchase Upon Change of Control
 Change of Control Offer Change of Control Payment
  Change of Control
Payment Date
      -89-




---



##### 



-90-




---



##### 



Additional Guarantees
    provided provided further
 Discharge and Suspension of Covenants
 Suspended Covenants
 Suspension
Period Reversion
Date
  -91-




---



##### 



Reserved
 Restrictions on Activities of the Co-Issuer
 provided
 Further Assurances; After Acquired Property
  Information Regarding Collateral
   -92-




---



##### 



Merger, Consolidation or Sale of All or Substantially All Assets
  Successor Company
   pro forma
       -93-




---



##### 



Successor Person
     -94-




---



##### 



Successor Corporation Substituted
    Events of Default
 Event of Default
   -95-




---



##### 



provided provided further
        -96-




---



##### 



-97-




---



##### 



provided
     Acceleration
      -98-




---



##### 



Other Remedies
   Waiver of Past Defaults
 provided
 Control by Majority
  Limitation on Suits
        -99-




---



##### 



Rights of Holders of Notes to Receive Payment
  Collection Suit by Trustee
  Restoration of Rights and Remedies
  Rights and Remedies Cumulative
  Delay or Omission Not Waiver
   -100-




---



##### 



Trustee May File Proofs of Claim
  Priorities
        -101-




---



##### 



Undertaking for Costs
    Duties of Trustee
           -102-




---



##### 



Rights of Trustee
         -103-




---



##### 



Individual Rights of Trustee
  Trustees Disclaimer
  Notice of Defaults
  Reports by Trustee to Holders of the Notes
   -104-




---



##### 



Compensation and Indemnity
       Replacement of Trustee
    -105-




---



##### 



provided
 Successor Trustee by Merger, Etc
  Eligibility; Disqualification
   -106-




---



##### 



Preferential Collection of Claims Against Issuers
  Security Documents; Intercreditor Agreement
    Option to Effect Legal Defeasance or Covenant Defeasance
  Legal Defeasance and Discharge
 Legal Defeasance
   -107-




---



##### 



Covenant Defeasance
 Covenant Defeasance
 Conditions to Legal or Covenant Defeasance
     -108-




---



##### 



-109-




---



##### 



Section 8.05
    
    Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.
 Trustee
   Repayment to Issuers
  Reinstatement
   -110-




---



##### 



Without Consent of Holders of Notes
               -111-




---



##### 



-112-




---



##### 



With Consent of Holders of Notes
        -113-




---



##### 



2 3
 Compliance with Trust Indenture Act
   -114-




---



##### 



Revocation and Effect of Consents
   Notation on or Exchange of Notes
   Trustee and Notes Collateral Agent to Sign Amendments, Etc
   -115-




---



##### 



Guarantee
       -116-




---



##### 



pari passu
  Limitation on Guarantor Liability
  Execution and Delivery
    -117-




---



##### 



Subrogation
  Benefits Acknowledged
  Release of Guarantees
       -118-




---



##### 



Collateral and Security Documents
 provided however
 Non-Impairment of Liens
   -119-




---



##### 



Release of Collateral
           -120-




---



##### 



Suits To Protect the Collateral
     Section 11.05
    
    Authorization of Receipt of Funds by the Trustee Under the Security Documents.
  Purchaser Protected
  Powers Exercisable by Receiver or Trustee
   -121-




---



##### 



Release Upon Termination of the Issuers Obligations
  Notes Collateral Agent
    -122-




---



##### 



-123-




---



##### 



-124-




---



##### 



-125-




---



##### 



-126-




---



##### 



Security Document Order
   -127-




---



##### 



Action
     -128-




---



##### 



Designations
  Limitations on Stock Collateral
   -129-




---



##### 



Limitations on Certain Perfection Items
    Satisfaction and Discharge
     -130-




---



##### 



Application of Trust Money
  provided
   Trust Indenture Act Controls
   -131-




---



##### 



Notices
   
  
  provided
    Communication by Holders of Notes with Other Holders of Notes
   -132-




---



##### 



Certificate and Opinion as to Conditions Precedent
  provided
 provided
 Statements Required in Certificate or Opinion
      Rules by Trustee and Agents
   -133-




---



##### 



Section 13.07
    
    No Personal Liability of Directors, Officers, Employees, Incorporators, Members, Partners and Stockholders.
  Governing Law
  Waiver of Jury Trial
  Force Majeure
  No Adverse Interpretation of Other Agreements
  Successors
  Severability
   -134-




---



##### 



Counterpart Originals
  Table of Contents, Headings, Etc
  Intercreditor Agreement Governs
    -135-




---



##### 



CAREY ACQUISITION CORP.By:
    /s/ Erik D. RagatzName:
    Erik D. RagatzTitle:
    President, Treasurer and SecretaryASSOCIATED MATERIALS, LLCBy:
    /s/ Stephen GrahamName:
    Stephen GrahamTitle:
    Vice President, Chief Financial OfficerCAREY NEW FINANCE, INC.By:
    /s/ Erik D. RagatzName:
    Erik D. RagatzTitle:
    President, Treasurer and Secretary




---



##### 



GENTEK HOLDINGS, LLCBy:
    /s/ Stephen E. GrahamName:
    Stephen E. GrahamTitle:
    Vice President  Chief Financial
Officer, Treasurer and Secretary




---



##### 



GENTEK BUILDING PRODUCTS, INC.By:
    /s/ Stephen E. GrahamName:
    Stephen E. GrahamTitle:
    Vice President  Chief Financial
Officer, Treasurer and Secretary




---



##### 



WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee and Notes Collateral AgentBy:
    /s/ John C. StohlmannName:
    John C. StohlmannTitle:
    Vice President




---



##### 



A-1




---



##### 



1
 
 No.
 _____
    
    [$]
    
   
 1
    
    Rule 144A Note CUSIP: []Rule 144A Note ISIN: []Regulation S Note CUSIP: []Regulation S Note ISIN: []  A-2




---



##### 



CAREY ACQUISITION CORP.By:Name:Title:CAREY NEW FINANCE, INC.By:Name:Title:  A-3




---



##### 



Dated:
    WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeBy:Authorized Signatory  A-4




---



##### 



Interest Payment Date provided
 provided
  Indenture Trust Indenture Act
  A-5




---



##### 



Redemption Date
  Year
    
    Percentage2013
    
    
    106.844
    %2014
    
    
    104.563
    %2015
    
    
    102.281
    %2016 and thereafter
    
    
    100.000
    %
      A-6




---



##### 



Change
of Control Offer Change of Control Payment
    A-7




---



##### 



A-8




---



##### 



A-9




---



##### 



(I) or (we) assign and transfer this Note to:(Insert assignees legal name)
 
  
 
 
 
  and irrevocably appoint
  
 Your Signature:(Sign exactly as your name appears on the face of this Note)
 
 *
    
    Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).  A-10




---



##### 



o o
  
 
 Your Signature:(Sign exactly as your name appears on the face of this Note)
 
 *
    
    Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).  A-11




---



##### 



Principal Amount of
    
    Signature ofAmount of increase
    
    this Global Note
    
    authorized officer ofAmount of decrease
    
    in Principal Amount
    
    following such
    
    Trustee or NoteDate of Exchange
    
    in Principal Amount
    
    of this Global Note
    
    decrease or increase
    
    Custodian
 
 *
    
    This schedule should be included only if the Note is issued in global form.  A-12




---



##### 



9.125% Senior Secured Notes due 2017
 Indenture
 Transferor  Transfer  Transferee
  o Securities Act
 o
  B-1




---



##### 



o
 o
  o
  o
 o
 o
 o
  B-2




---



##### 



o
  [Insert Name of Transferor]By:Name:Title: 
  B-3




---



##### 



o
 o
 o
 o
   o
 o
 o
 o
 o
 o




---



##### 



91/8% Senior Secured Notes due 2017
 Indenture
 Owner  Exchange
  o Securities Act
 o
  C-1




---



##### 



o
 o
  o
 o
  C-2




---



##### 



[Insert Name of Transferor]By:Name:Title: 
  C-3




---



##### 



Supplemental Indenture    Guaranteeing Subsidiary Trustee
  Indenture Notes
 Guarantee
   Capitalized Terms
 Agreement to Guarantee
 Execution and Delivery
 Governing Law
  D-1




---



##### 



Counterparts
 Effect of Headings
 The Trustee
  D-2




---



##### 



[GUARANTEEING SUBSIDIARY]By:Name:Title:WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as TrusteeBy:Name:Title:  D-3