Common use of The Note Guarantees Clause in Contracts

The Note Guarantees. The notes will be guaranteed by each of UOL’s current and future Domestic Subsidiaries, other than Intermediate Co., Merger Co., FTD and their respective Subsidiaries. Each Guarantee of the notes: • will be a general obligation of the Guarantor; • will be pari passu in right of payment with all existing and future Senior Debt of that Guarantor; and • will be senior in right of payment to any future Subordinated Indebtedness of that Guarantor. As of the date of the indenture, all of UOL’s Subsidiaries, other than Intermediate Co., Merger Co., FTD and their respective Subsidiaries, will be “Restricted Subsidiaries,” and CMC will be a direct or indirect Wholly Owned Restricted Subsidiary of UOL, except in the event of a CMC IPO or a transaction of the type described in clause 2(b) of the first paragraph under the caption “—Repurchase at the Option of Holders—Asset Sales,” or the issuance of Equity Interests of CMC in accordance with clause 8(b) of the second paragraph of the definition of “Asset Sale.” However, under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” UOL will be permitted to designate certain of its Subsidiaries as “Unrestricted Subsidiaries.” In addition, CMC and its Subsidiaries will automatically become Unrestricted Subsidiaries upon consummation of a CMC IPO. Unrestricted Subsidiaries will not be subject to any of the covenants or defaults in the indenture. Unrestricted Subsidiaries will not guarantee the notes. UOL will issue $100 million in aggregate principal amount of notes. UOL may not issue additional notes under the indenture. UOL will issue notes in denominations of $1.00 and integral multiples of $1.00 in excess of $1.00. The notes will mature on the fifth anniversary of the date of the indenture. Interest on the notes will accrue at the rate of 13.0% per annum and will be payable quarterly in arrears on , , and , commencing on , 2008. Interest on overdue principal and interest will accrue at a rate that is 1% higher than the interest rate on the notes. UOL will make each interest payment to the holders of record on the immediately preceding , , and . Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

The Note Guarantees. The Initially, the notes will be guaranteed by each the Parent and all of UOLthe Company’s current and future Domestic Subsidiaries, Subsidiaries (other than Intermediate Co., Merger Co., FTD Finance Corp. and their respective two immaterial Subsidiaries). Each Note Guarantee of the noteswill be: • will be · a general unsecured obligation of the Guarantor; • will be · pari passu in right of payment with all existing and future Senior Debt senior Indebtedness of that Guarantor; and • will be · senior in right of payment to any future Subordinated subordinated Indebtedness of that Guarantor. The notes and the Note Guarantees will be effectively subordinated to all borrowings under the Credit Agreement, which is secured by substantially all of the assets of the Issuers and the Guarantors, and to any other future secured indebtedness that is permitted under the indenture. The notes and the Note Guarantees will be structurally subordinated to all indebtedness and other liabilities of future Subsidiaries of Parent or the Company that do not guarantee the notes. See “Risk Factors—Risks Related to the Notes—The notes and the guarantees will be unsecured obligations and will be effectively subordinated to all of our existing and future secured indebtedness and structurally subordinated to the existing and future indebtedness of any non-guarantor subsidiaries.” As of the date of the indenture, all of UOLthe Company’s Subsidiaries, other than Intermediate Co., Merger Co., FTD and their respective Subsidiaries, Subsidiaries will be “Restricted Subsidiaries,” and CMC will be a direct or indirect Wholly Owned Restricted Subsidiary of UOL, except in the event of a CMC IPO or a transaction of the type described in clause 2(b) of the first paragraph under the caption “—Repurchase at the Option of Holders—Asset Sales,” or the issuance of Equity Interests of CMC in accordance with clause 8(b) of the second paragraph of the definition of “Asset Sale.” HoweverIn addition, under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” UOL will be permitted to the Company may designate certain of its other Subsidiaries as “Unrestricted Subsidiaries.” In addition, CMC and its Subsidiaries will automatically become Unrestricted Subsidiaries upon consummation of a CMC IPO. The Company’s Unrestricted Subsidiaries will not be subject to any many of the restrictive covenants or defaults in the indenture. Unrestricted Subsidiaries indenture and will not guarantee the notes. UOL In the event of a bankruptcy, liquidation or reorganization of any Unrestricted Subsidiary, such Unrestricted Subsidiary will issue $100 million in aggregate principal amount of notes. UOL may not issue additional notes under the indenture. UOL will issue notes in denominations of $1.00 and integral multiples of $1.00 in excess of $1.00. The notes will mature on the fifth anniversary of the date of the indenture. Interest on the notes will accrue at the rate of 13.0% per annum and will be payable quarterly in arrears on , , and , commencing on , 2008. Interest on overdue principal and interest will accrue at a rate that is 1% higher than the interest rate on the notes. UOL will make each interest payment to pay the holders of record on the immediately preceding , , its debt and . Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date its trade creditors before it was most recently paid. Interest will be computed on able to distribute any of its assets to the basis of a 360-day year comprised of twelve 30-day monthsCompany.

The Note Guarantees. The notes will be guaranteed by (i) Euramax Holdings, Inc. (“Parent”), (ii) each of UOLthe Issuer’s current and future Domestic Subsidiaries, Wholly Owned Restricted Subsidiaries (other than Intermediate Co., Merger Co., FTD any Excluded Subsidiaries) and their respective Subsidiaries(iii) any Restricted Subsidiary that guarantees any Indebtedness of the Issuer or a Guarantor or otherwise becomes an obligor under the ABL Credit Facility. Each Note Guarantee of the notesa Guarantor: • · will be a general senior secured obligation of the that Guarantor; • · will share, equally and ratably with all obligations of that Guarantor under any other Notes Priority Debt, in the benefits of Liens held by the Collateral Trustee on all Collateral from time to time owned by that Guarantor, which Liens will be (i) senior to all Liens on the Notes Priority Collateral securing ABL Obligations and Subordinated Lien Obligations, if any, (ii) senior to all Liens on the ABL Priority Collateral securing Subordinated Lien Obligations, if any, and (iii) junior to all Liens on the ABL Priority Collateral securing ABL Obligations; · will be pari passu in right of payment with all existing and future Senior Debt Indebtedness of that Guarantor that is not subordinated; · will be effectively senior to all obligations of that Guarantor under the Senior Unsecured Loan to the extent of the value of the Notes Priority Collateral and the ABL Priority Collateral owned by such Guarantor; and • · will be senior in right of payment to any future Subordinated subordinated Indebtedness of that Guarantor. As of the date hereof, all of the Issuer’s Wholly Owned Restricted Subsidiaries (other than any Excluded Subsidiaries) will be Guarantors of the notes. However, it is possible that in the future one or more of the Issuer’s Subsidiaries will not guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-Guarantor Subsidiaries, the non-Guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Issuer. See “Risk Factors—Risks Related to the Notes and Our Indebtedness—In the event of our bankruptcy, the ability of the holders of the notes to realize upon the collateral will be subject to certain bankruptcy law limitations.” If the Issuer or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary (other than an Excluded Subsidiary) on or after the date of the indenture, such Wholly Owned Restricted Subsidiary must become a Guarantor, execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee. In addition, any Restricted Subsidiary of the Issuer that guarantees, or otherwise becomes an obligor with respect to, any Indebtedness of the Issuer or any Guarantor, including the ABL Credit Facility, must become a Guarantor, execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee. The Note Guarantee of a Guarantor will be released under specified circumstances, including, in connection with a disposition of the Guarantor’s Capital Stock if various conditions are satisfied. See “—Certain Covenants—Guarantees.” As of the date of the indenture, all of UOLthe Issuer’s Subsidiaries, other than Intermediate Co., Merger Co., FTD and their respective Subsidiaries, Subsidiaries will be “Restricted Subsidiaries,” and CMC will be a direct or indirect Wholly Owned Restricted Subsidiary of UOL, except in the event of a CMC IPO or a transaction of the type described in clause 2(b) of the first paragraph under the caption “—Repurchase at the Option of Holders—Asset Sales,” or the issuance of Equity Interests of CMC in accordance with clause 8(b) of the second paragraph of the definition of “Asset Sale.” However, under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” UOL the Issuer will be permitted to designate certain of its Subsidiaries as “Unrestricted Subsidiaries.” In addition, CMC and its Subsidiaries will automatically become Unrestricted Subsidiaries upon consummation of a CMC IPO. Any Unrestricted Subsidiaries will not be subject to any of the covenants or defaults in the indenture. Unrestricted Subsidiaries indenture and will not guarantee the notes. UOL will issue $100 million The covenants in aggregate principal amount of notes. UOL may the indenture applicable to the Issuer and its Restricted Subsidiaries do not issue additional notes under the indenture. UOL will issue notes in denominations of $1.00 apply to Parent and integral multiples of $1.00 in excess of $1.00. The notes will mature on the fifth anniversary of the date of the indenture. Interest on the notes will accrue at the rate of 13.0% per annum and will be payable quarterly in arrears on , , and , commencing on , 2008. Interest on overdue principal and interest will accrue at a rate that is 1% higher its Subsidiaries (other than the interest rate on the notes. UOL will make each interest payment to the holders of record on the immediately preceding , , Issuer and . Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day monthsits Restricted Subsidiaries).