Common use of Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc Clause in Contracts

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under the Senior Subordinated Notes, the New Senior Subordinated Notes or any other Subordinated Indebtedness or any Second Lien Term Loans, except as otherwise permitted by this Agreement; provided that up to $40.0 million in the aggregate may be used during the term of this Agreement (starting with February 12, 2004) to optionally redeem Senior Subordinated Notes and New Senior Subordinated Notes or Second Lien Term Loans so long as (i) no Default or Event of Default has occurred and is continuing at the time of each such redemption or will occur after giving effect to each such redemption, (ii) after giving effect to each such redemption the excess of the Revolving Commitments over the sum of all Lenders’ Revolving Exposures is at least $25.0 million, (iii) in connection with each such redemption, after giving effect on Pro Forma Basis to such redemption and the hypothetical incurrence of an additional $25.0 million of Revolving Loans the covenants in Sections 6.10(a) and 6.10(b) would be satisfied and (iv) in connection with each such redemption the Administrative Agent shall have received an Officers’ Certificate from U.S. Borrower certifying that the conditions set forth in clauses (i), (ii) and (iii) above have been met, showing the calculations related thereto and specifying the amount of Senior Subordinated Notes and New Senior Subordinated Notes or Second Lien Term Loans redeemed and the aggregate redemption price therefor; (b) amend or modify, or permit the amendment or modification of, any provision of any Third Amendment Transaction Document, any Fourth Amendment Transaction Document, any Second Lien Loan Document (other than as permitted by the Intercreditor Agreement) or any other transaction document entered into since February 12, 2004 in any manner that is adverse in any material respect to the interests of the Lenders; (c) terminate, amend, modify (not including electing to treat any Pledged Interests (as defined in the U.S. Security Agreement) as a “security” under Section 8-103 of the UCC so long as it has followed the Collateral Agent’s reasonable requests to ensure the perfection of the Collateral Agent’s security interest in such Pledged Interests) or change any of its Organizational Documents (including by the filing or modification of any certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments, modifications or changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Parent may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend its Organizational Documents to authorize any such Equity Interests; or (d) cause or permit any other obligation (other than the Obligations and the Guaranteed Obligations) to constitute Designated Senior Debt (as defined in the Senior Subordinated Note Documents or the New Senior Subordinated Note Documents).

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under the Senior Subordinated Notes, the New Senior Subordinated Notes or any other Subordinated Indebtedness or any Second Lien Term LoansIndebtedness, and except as otherwise permitted by this Agreement; provided that up to $40.0 million in the aggregate may be used during the term of this Agreement (starting with February 12, 2004) to optionally redeem Senior Subordinated Notes and New Senior Subordinated Notes or Second Lien Term Loans so long as (i) no Default or Event of Default has occurred and is continuing at the time of each such redemption or will occur after giving effect to each such redemption, (ii) after giving effect to each such redemption the excess of the Revolving Commitments revolving commitments under the First Lien Credit Agreement over the sum of all Lenders’ Revolving Exposures Exposure (as such term is defined in the First Lien Credit Agreement) under the First Lien Credit Agreement is at least $25.0 million, (iii) in connection with each such redemption, after giving effect on Pro Forma Basis to such redemption and the hypothetical incurrence of an additional $25.0 million of Revolving Loans revolving loans under the First Lien Credit Agreement the covenants in Sections 6.10(a) and 6.10(b) would be satisfied and (iv) in connection with each such redemption the Administrative Agent shall have received an Officers’ Certificate from U.S. the Borrower certifying that the conditions set forth in clauses (i), (ii) and (iii) above have been met, showing the calculations related thereto and specifying the amount of Senior Subordinated Notes and New Senior Subordinated Notes or Second Lien Term Loans redeemed and the aggregate redemption price therefor; (b) amend or modify, or permit the amendment or modification of, any provision of any Third Amendment Alenco Acquisition Transaction Document, any Fourth Amendment Alcoa Acquisition Transaction Document, any Second Lien Loan Document (other than as permitted by the Intercreditor Agreement) ), the Senior Subordinated Note Indenture, the New Senior Subordinated Note Indenture or any other transaction document entered into since February 12, 2004 in any manner that is adverse in any material respect to the interests of the Lenders; (c) terminate, amend, modify (not including electing to treat any Pledged Interests (as defined in the U.S. Security Agreement) as a “security” under Section 8-103 of the UCC so long as it has followed the Collateral Agent’s reasonable requests to ensure the perfection of the Collateral Agent’s security interest in such Pledged Interests) or change any of its Organizational Documents (including by the filing or modification of any certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments, modifications or changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Parent may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend its Organizational Documents to authorize any such Equity Interests; or (d) cause or permit any other obligation (other than the Obligations and the Guaranteed Obligations) to constitute Designated Senior Debt (as defined in the Senior Subordinated Note Documents or the New Senior Subordinated Note Documents).

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly So long as any Term Loans are outstanding, directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or optional redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under the Senior Subordinated Notes, the New Senior Subordinated 2010 Convertible Notes or any other Subordinated Indebtedness refinancing thereof permitted by Section 6.01(b) or any Second Lien Term Loansissuance of Indebtedness in an aggregate principal amount of not less than $30.0 million permitted by Section 6.01(m) (any of the foregoing, “Material Borrowed Indebtedness”), except as otherwise (i) a refinancing permitted by this Agreement; provided that up Section 6.01(b), (ii) any payment to $40.0 million in the aggregate may be used during extent made with Qualified Capital Stock of Borrower, (iii) any cash settlement of any conversion by the term holders thereof of this Agreement (starting with February 12, 2004) to optionally redeem Senior Subordinated Notes and New Senior Subordinated any 2010 Convertible Notes or Second any refinancing thereof permitted by Section 6.01(b) and (iv) optional payments, prepayments, redemptions and acquisitions (x) in an aggregate amount not to exceed the amount, calculated at the time of such payment, prepayment, redemption or acquisition, calculated pursuant to Section 6.07(b)(i) less any Dividends paid in accordance with such Section 6.07(b) or (y) made at any time that (A) the First-Lien Term Loans so long as Leverage Ratio is less than 2.00 to 1.00 on a Pro Forma Basis and (iB) immediately before and after giving effect thereto (aa) Borrower has unrestricted cash and Cash Equivalents and available Revolving Commitments of at least $200.0 million and (bb) no Default or Event of Default has occurred and is continuing at the time of each such redemption shall exist or will occur after giving effect to each such redemption, (ii) after giving effect to each such redemption the excess of the Revolving Commitments over the sum of all Lenders’ Revolving Exposures is at least $25.0 million, (iii) in connection with each such redemption, after giving effect on Pro Forma Basis to such redemption and the hypothetical incurrence of an additional $25.0 million of Revolving Loans the covenants in Sections 6.10(a) and 6.10(b) would be satisfied and (iv) in connection with each such redemption the Administrative Agent shall have received an Officers’ Certificate from U.S. Borrower certifying that the conditions set forth in clauses (i), (ii) and (iii) above have been met, showing the calculations related thereto and specifying the amount of Senior Subordinated Notes and New Senior Subordinated Notes or Second Lien Term Loans redeemed and the aggregate redemption price therefor;result therefrom; or (b) amend or modify, or permit the amendment or modification of, any provision of any Third Amendment Transaction Document, document governing any Fourth Amendment Transaction Document, any Second Lien Loan Document (other than as permitted by the Intercreditor Agreement) or any other transaction document entered into since February 12, 2004 Material Borrowed Indebtedness in any manner that is adverse in any material respect to the interests of the Lenders; (c) terminate, amend, modify (not including electing to treat any Pledged Interests (as defined in the U.S. Security Agreement) as a “security” under Section 8-103 of the UCC so long as it has followed the Collateral Agent’s reasonable requests to ensure the perfection of the Collateral Agent’s security interest in such Pledged Interests) or change any of its Organizational Documents (including by the filing or modification of any certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments, modifications or changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Parent may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend its Organizational Documents to authorize any such Equity Interests; or (d) cause or permit any other obligation (other than the Obligations and the Guaranteed Obligations) to constitute Designated Senior Debt (as defined in the Senior Subordinated Note Documents or the New Senior Subordinated Note Documents).

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under the Senior Subordinated Notes, the New Senior Subordinated Notes or any other Subordinated Indebtedness or any Second Lien Term LoansIndebtedness, except as otherwise permitted by this Agreement; provided that up to $40.0 million in the aggregate may be used during the term of this Agreement (starting with February 12, 2004) to optionally redeem Senior Subordinated Notes and New Senior Subordinated Notes or Second Lien Term Loans so long as (i) no Default or Event of Default has occurred and is continuing at the time of each such redemption or will occur after giving effect to each such redemption, (ii) after giving effect to each such redemption the excess of the Revolving Commitments over the sum of all Lenders’ Revolving Exposures is at least $25.0 million, (iii) in connection with each such redemption, after giving effect on Pro Forma Basis to such redemption and the hypothetical incurrence of an additional $25.0 million of Revolving Loans the covenants covenant in Sections 6.10(a) and 6.10(b) Section 6.10 would be satisfied and (iv) in connection with each such redemption the Administrative Agent shall have received an Officers’ Certificate from U.S. Borrower certifying that the conditions set forth in clauses (i), (ii) and (iii) above have been met, showing the calculations related thereto and specifying the amount of Senior Subordinated Notes and New Senior Subordinated Notes or Second Lien Term Loans redeemed and the aggregate redemption price therefor; (b) amend or modify, or permit the amendment or modification of, any provision of any Third Fifth Amendment Transaction Document, any Fourth Amendment Transaction Document, any Second Lien Loan Document (other than as permitted by the Intercreditor Agreement) or any other transaction document entered into since February 12, 2004 in any manner that is adverse in any material respect to the interests of the Lenders; (c) terminate, amend, modify (not including electing to treat any Pledged Interests (as defined in the U.S. Security Agreement) as a “security” under Section 8-103 of the UCC so long as it has followed the Collateral Agent’s reasonable requests to ensure the perfection of the Collateral Agent’s security interest in such Pledged Interests) or change any of its Organizational Documents (including by the filing or modification of any certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments, modifications or changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Parent may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend its Organizational Documents to authorize any such Equity Interests; or (d) cause or permit any other obligation (other than the Obligations and the Guaranteed Obligations) to constitute Designated Senior Debt (as defined in the Senior Subordinated Note Documents or the New Senior Subordinated Note Documents).

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption redemption, defeasance, discharge or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under the Senior Subordinated Notes, the New Senior Subordinated Second Lien Notes or any other Subordinated Indebtedness Indebtedness, except (i) a refinancing or renewal expressly permitted by Section 6.01(b), Section 6.01(m) or Section 6.01(n); or (ii) any such payment with respect to the Second Lien Notes or any Second Lien Term Loans, except as otherwise permitted by this AgreementSubordinated Indebtedness; provided that up to $40.0 million in the aggregate may be used during the term of this Agreement (starting with February 12, 2004) to optionally redeem Senior Subordinated Notes and New Senior Subordinated Notes or Second Lien Term Loans so long as (iA) no Default or Event of Default has shall have occurred and is be continuing at the time of each such redemption or will occur after giving effect to each such redemptionwould result therefrom, (iiB) after giving effect to each such redemption the excess of the Revolving Commitments over the sum of all Lenders’ Revolving Exposures is Trailing Pro Forma Liquidity shall be at least $25.0 million, 20.0 million on the day such payment is made and each day during the immediately preceding 30-day period and (iiiC) in connection with each such redemption, after giving effect on Projected Pro Forma Basis to Liquidity shall be at least $20.0 million on each day during the immediately succeeding 30-day period beginning on the day after such redemption and the hypothetical incurrence date of an additional $25.0 million of Revolving Loans the covenants in Sections 6.10(a) and 6.10(b) would be satisfied and (iv) in connection with each such redemption the Administrative Agent shall have received an Officers’ Certificate from U.S. Borrower certifying that the conditions set forth in clauses (i), (ii) and (iii) above have been met, showing the calculations related thereto and specifying the amount of Senior Subordinated Notes and New Senior Subordinated Notes or Second Lien Term Loans redeemed and the aggregate redemption price thereforpayment; (b) amend or modify, or permit the amendment or modification of, any provision of any Third Amendment Transaction Documentdocument governing any Material Indebtedness, any Fourth Amendment Transaction Document, any Second Lien Loan Document (other than as permitted by the Intercreditor Agreement) Existing Holdings Notes or any other transaction document entered into since February 12Indebtedness issued by Holdings (and having recourse solely to Holdings) and expressly permitted under Section 6.14(a)(ii), 2004 in if such amendment or modification would (A) increase the principal amount of such Material Indebtedness, (B) increase the interest rate on such Material Indebtedness by more than three (3%) percent per annum, (C) modify or add any manner that covenant or event of default thereunder, unless the effect of such modification or addition is not materially adverse in to any material respect to the interests of the Lenders; (c) terminate, amend, modify (not including electing to treat any Pledged Interests (as defined in the U.S. Security Agreement) as a “security” under Section 8-103 of the UCC so long as it has followed the Collateral Agent’s reasonable requests to ensure the perfection of the Collateral Agent’s security interest in such Pledged Interests) or change any of its Organizational Documents (including by the filing or modification of any certificate of designation) Loan Parties or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments, modifications or changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Parent may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend its Organizational Documents to authorize any such Equity Interests; or (d) cause or permit any other obligation (other than the Obligations and the Guaranteed Obligations) to constitute Designated Senior Debt (as defined in the Senior Subordinated Note Documents or the New Senior Subordinated Note Documents).Secured Party,