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EXHIBIT 10.6
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT (this "Agreement"), dated as of April 19,
2002,
is by Associated Materials Incorporated, a
Delaware corporation (the "Company"),
and certain of the Company's subsidiaries
as set forth on the signature pages
hereto (the "Guarantors").
W I T N E S S E T H
WHEREAS, Simon Acquisition Corp., a Delaware corporation
("Acquisition Corp."), has heretofore
executed and delivered to Credit Suisse
First Boston Corporation, UBS Warburg LLC,
and CIBC World Markets Corp. (the
"Purchasers") a purchase agreement (the
"Purchase Agreement"), dated as of April
18, 2002, providing for the terms pursuant
to which the Purchasers will purchase
$165,000,000 aggregate principal amount of
9 3/4% Senior Subordinated Notes due
2012 (the "Notes") of Acquisition
Corp.;
WHEREAS, Acquisition Corp. has been merged with and into the
Company
(the "Merger");
WHEREAS, pursuant to the Purchase Agreement, the Company upon
consummation of the Merger is required to
assume all of the obligations of
Acquisition Corp. under the Purchase
Agreement and to execute and deliver this
Agreement concurrently with the Merger;
and
WHEREAS, pursuant to the Purchase Agreement, immediately
subsequent
to the Merger, each of the Guarantors is
required to become a party to the
Purchase Agreement and to guarantee the
obligations of the Company with respect
to the Notes thereunder on a senior
subordinated basis;
NOW THEREFORE, in consideration of the fore
