NOTES PLEDGE AGREEMENTNotes Pledge Agreement • April 1st, 2011 • Associated Materials, LLC • Plastics products, nec • New York
WHEREAS, Carey Acquisition Corp. (“Merger Sub”), a Delaware corporation, which is to be merged with and into the Company, Carey New Finance, Inc., a Delaware corporation (the “Co-Issuer” and, together with Merger Sub and the Company, the “Issuers”), have entered into that certain Indenture dated as of the date hereof by and among the Issuers, the Guarantors from time to time signatory thereto, the Notes Collateral Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Trustee on behalf of the holders of the Notes (as defined below) (the “Holders”) (as from time to time amended, restated, supplemented or otherwise modified, the “Indenture”), pursuant to which Issuer is issuing $730,000,000 aggregate principal amount of 9.125% Senior Secured Notes due 2017 (together with any Additional Notes issued under the Indenture, and any Exchange Notes, the “Notes”);
