INC.
CAREY NEW FINANCE, INC.
Notice Address for All US Grantors
Phone: [
]
Facsimile: [
]
Attention: [
]
A-1
SCHEDULE 1 TO THE
US SECURITY AGREEMENT
UNITED STATES REGISTERED INTELLECTUAL PROPERTY
A. UNITED STATES COPYRIGHT REGISTRATIONS
Registered Owner/Grantor
Title
Registration Number
B. UNITED STATES PATENTS AND PATENT APPLICATIONS
Registration
Application Registered Owner/Grantor
Patent Title
No.
No.
C. UNITED STATES REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS
Registration
Application Registered Owner/Grantor
Trademark Title
No.
No.
A-2
SCHEDULE 2 TO THE
US SECURITY AGREEMENT
EXCLUSIVE IP AGREEMENTS
A-3
SCHEDULE 3 TO THE
US SECURITY AGREEMENT
COMMERCIAL TORT CLAIMS
A-4
EXHIBIT 1 TO THE
US SECURITY AGREEMENT
SUPPLEMENT NO. [_____], dated as of [
] (this "Supplement"),
to the US SECURITY AGREEMENT, dated as of October 13, 2010 (the "US Security
Agreement"), among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware corporation
("Holdings"), ASSOCIATED MATERIALS, LLC, a Delaware limited liability company
(the "Company"), and each of the subsidiaries of the Company listed on Annex A
thereto (each such subsidiary, individually, a "US Subsidiary Grantor" and,
collectively, the "US Subsidiary Grantors"; and, together with Holdings and the
Company, collectively, the "US Grantors"), and UBS AG, STAMFORD BRANCH, as US
collateral agent for the Secured Parties (in such capacity, together with its
successors in such capacity, the "US Collateral Agent").
A. Capitalized terms used herein and not otherwise defined herein (including
terms used in the preamble and the recitals) shall have the meanings assigned to
such terms in the US Security Agreement.
B. The rules of construction and other interpretive provisions specified in
Sections 1.2, 1.5, 1.6 and 1.7 of the Credit Agreement shall apply to this
Supplement, including terms defined in the preamble and recitals hereto.
C. Section 7.13 of the US Security Agreement provides that each Domestic
Subsidiary of any of the US Borrowers that is required to become a party to the
US Security Agreement pursuant to Section 9.10 of the Credit Agreement and the
terms hereof shall become a US Grantor, with the same force and effect as if
originally named as a US Grantor therein, for all purposes of the US Security
Agreement upon execution and delivery by such Subsidiary of an instrument in the
form of this Supplement. Each undersigned US Guarantor (each, a "New US
Grantor") is executing this Supplement in accordance with the requirements of
the US Security Agreement to become a US Grantor under the US Security Agreement
as consideration for the Obligations.
Accordingly, the US Collateral Agent and the New US Grantors agree as follows:
SECTION 1. In accordance with Section 7.13 of the US Security Agreement, each
New US Grantor by its signature below becomes a US Grantor under the US Security
Agreement with the same force and effect as if originally named therein as a US
Grantor and each New US Grantor hereby (a) agrees to all the terms and
provisions of the US Security Agreement applicable to it as a US Grantor
thereunder and (b) represents and warrants that the