Exhibit 10.1 AMENDMENT NO. 1 AMENDMENT (this "Amendment"), dated as of July 25, 2005, to that certain SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the "Credit Agreement"; capitalized terms used herein and not defined shall have the meaning set forth...Ply Gem Holdings Inc • July 27th, 2005 • Millwood, veneer, plywood, & structural wood members • New York
EXHIBIT 10.20 ------------- PLY GEM INVESTMENT HOLDINGS, INC. 2004 STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT dated as of the date set forth on Exhibit A hereto, between Ply Gem Investment Holdings, Inc., a Delaware Corporation...Agreement • March 31st, 2005 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
Ply Gem Holdings, Inc. [—] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 13th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
Ply Gem Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of [—] shares of common stock, par value $.01 per share, of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [—] shares of common stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
PLY GEM INDUSTRIES, INC. as Issuer, the GUARANTORS named herein, as Guarantors, and U.S. Bank National Association, as Trustee INDENTURE Dated as of January 11, 2010 13 1/8% Senior Subordinated Notes due 2014Indenture • March 19th, 2010 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
INDENTURE dated as of January 11, 2010 among Ply Gem Industries, Inc., a Delaware corporation (the “Issuer”), and each of the Guarantors named herein, as Guarantors, and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
WAIVERPly Gem Holdings Inc • March 31st, 2005 • Millwood, veneer, plywood, & structural wood members • New York
INDEMNIFICATION AGREEMENT by and between PLY GEM HOLDINGS, INC. and as Indemnitee Dated as of [ ], 2013Indemnification Agreement • May 13th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2013, by and among Ply Gem Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
AGREEMENT AND PLAN OF MERGER by and among PISCES MIDCO, INC., PISCES MERGER SUB, INC. and PLY GEM HOLDINGS, INC. Dated as of January 31, 2018Agreement and Plan of Merger • February 1st, 2018 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
This Agreement and Plan of Merger, dated as of January 31, 2018 (this “Agreement”), by and among Pisces Midco, Inc., a Delaware corporation (“Parent”), Pisces Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Ply Gem Holdings, Inc., a Delaware corporation (the “Company”). All capitalized terms used but not defined herein are defined in Annex A.
Ply Gem Industries, Inc. Cary, North Carolina 27513Release and Restrictive Covenant Agreement • March 15th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
This letter agreement sets forth the terms and conditions of Ply Gem's agreement to pay you the compensation under the circumstances described herein, and the parties to this letter agreement acknowledge the receipt and sufficiency of good and valuable consideration in support of this letter agreement, including the covenants and agreements set forth herein.
PLY GEM INDUSTRIES, INC., as Issuer, the GUARANTORS named herein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee INDENTURE Dated as of January 30, 2014 6.50% Senior Notes due 2022Ply Gem Holdings Inc • January 30th, 2014 • Millwood, veneer, plywood, & structural wood members • New York
INDENTURE dated as of January 30, 2014 among Ply Gem Industries, Inc., a Delaware corporation (the “Issuer”), and each of the Guarantors named herein, as Guarantors, and Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”).
CREDIT AGREEMENT dated as of January 30, 2014, among PLY GEM HOLDINGS, INC., PLY GEM INDUSTRIES, INC., THE LENDERS PARTY HERETO, and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent CREDIT SUISSE SECURITIES (USA) LLC, UBS SECURITIES LLC,...Credit Agreement • January 30th, 2014 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
CREDIT AGREEMENT dated as of January 30, 2014 (this “Agreement”), among PLY GEM INDUSTRIES, INC., a Delaware corporation (the “Borrower”), PLY GEM HOLDINGS, INC., a Delaware corporation (“Parent”), the Lenders (as defined in Article I) and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
REGISTRATION RIGHTS AGREEMENT by and among PLY GEM HOLDINGS, INC. and the STOCKHOLDERS named herein Dated: May 22, 2013Registration Rights Agreement • May 29th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
REGISTRATION RIGHTS AGREEMENT, dated as of May 22, 2013, by and among Ply Gem Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders that are party to this Agreement from time to time, as set forth on the signature page hereto (each, a “Designated Stockholder”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 5th, 2015 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of November 5, 2015, among PLY GEM HOLDINGS, INC., a Delaware corporation (“Holdings”); PLY GEM INDUSTRIES, INC., a Delaware corporation (the “Specified U.S. Borrower” and, in its capacity as the representative of the other Borrowers pursuant to Section 2.15 hereof, the “Borrower Agent”); GIENOW CANADA INC., a federally incorporated Canadian corporation (“Gienow”), MITTEN INC., an Ontario (Canada) corporation (“Mitten” and, together with Gienow, the “Canadian Borrowers”); the Subsidiaries of Holdings from time to time party hereto as Borrowers; each Lender from time to time party hereto; UBS AG, STAMFORD BRANCH, as U.S. Administrative Agent, as U.S. Collateral Agent, as U.S. Swing Line Lender and a U.S. L/C Issuer; WELLS FARGO CAPITAL FINANCE, LLC, as Co-Collateral Agent; WELLS FARGO BANK, NATIONAL ASSOCIATION, as a U.S. L/C Issuer; UBS AG CANADA BRANCH (“UBS Canada”), as Canadian Administrative Agent, a
Ply Gem Industries, Inc.Ply Gem Holdings Inc • November 13th, 2006 • Millwood, veneer, plywood, & structural wood members
Ply Gem Industries, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2014 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
Ply Gem Industries, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC and KeyBanc Capital Markets, Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of September 15, 2014 (the “Purchase Agreement”), $150,000,000 aggregate principal amount of its 6.50% Senior Notes due 2022 (the “Initial Securities”) to be unconditionally guaranteed on a senior basis by Ply Gem Holdings, Inc. (“Holdings”), the subsidiaries of the Company designated as guarantors in Schedule B-1 to the Purchase Agreement (the “Initial Subsidiary Guarantors” and, together with Holdings, the “Initial Guarantors”) and certain subsidiaries of Fortune Brands Home & Security, Inc. designated as guarantors in Schedule B-2 to the Purchase Agreement (the “Additional Subsidiary Guarantors” and, together with the Initial Guarantors, the “Guarantors”) that shall become party to this Agreement upon execution of a joinde
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 12, 2004, as Amended and Restated as of March 3, 2004, August 27, 2004, October 31, 2006, and as further Amended and Restated as of April 5, 2007 among PLY GEM INDUSTRIES, INC., as U.S....Credit Agreement • April 10th, 2007 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of February 12, 2004, first amended and restated as of March 3, 2004, second amended and restated as of August 27, 2004, third amended and restated as of February 24, 2006, fourth amended and restated as of October 31, 2006 and further amended and restated as of April 5, 2007 (the “Fifth Amendment and Restatement”), among PLY GEM INDUSTRIES, INC., a Delaware corporation (“U.S. Borrower”), CWD Windows and Doors, Inc., a corporation organized under the federal laws of Canada (“Canadian Borrower” and, together with U.S. Borrower, each a “Borrower” and collectively the “Borrowers”), PLY GEM HOLDINGS, INC., a Delaware corporation (“Parent”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC (“UBSS”) and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers and bookrunners (in such capacity,
PLY GEM INDUSTRIES, INC., as Issuer, the GUARANTORS named herein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee and Noteholder Collateral Agent INDENTURE Dated as of February 11, 2011 8.25% Senior Secured Notes due 2018Indenture • March 21st, 2011 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
INDENTURE dated as of February 11, 2011 among Ply Gem Industries, Inc., a Delaware corporation (the “Issuer”), and each of the Guarantors named herein, as Guarantors, and Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”).
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 12, 2004, as first Amended and Restated as of March 3, 2004, as second Amended and Restated as of August 27, 2004, as third Amended and Restated as of February 24, 2006, as further...Credit Agreement • November 6th, 2006 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
This Note is one of the Notes referred to in the Credit Agreement dated as of February 12, 2004, first amended and restated as of March 3, 2004, second amended and restated as of August 27, 2004, third amended and restated as of February 24, 2006 and further amended and restated as of October 31, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among U.S. Borrower, CWD WINDOWS AND DOORS, INC., a corporation organized under the federal laws of Canada (“Canadian Borrower” and together with U.S. Borrower, each a “Borrower” and collectively the “Borrowers”), PLY GEM HOLDINGS, INC., a Delaware corporation (“Parent”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I of the Credit Agreement), the Lenders, UBS SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers and bookrunners (in such capacity, “Joint Lead Arran
ContractLien Subordination and Intercreditor Agreement • March 21st, 2011 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
AMENDED AND RESTATED LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of February 11, 2011, among UBS AG, STAMFORD BRANCH as Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Noteholder Collateral Agent, PLY GEM INDUSTRIES, INC. PLY GEM HOLDINGS, INC. and the Subsidiaries of Ply Gem Industries, Inc. listed on Schedule I hereto
Ply Gem Prime Holdings, Inc.Ply Gem Holdings Inc • November 13th, 2006 • Millwood, veneer, plywood, & structural wood members
As you know, the Board of Directors (the “Board”) of Ply Gem Prime Holdings, Inc. (the “Company”) has determined that it is desirable to amend and shorten the lifespan of the nonqualified deferred compensation arrangement represented by your Phantom Additional Unit Award under the Ply Gem Prime Holdings, Inc. Amended and Restated Phantom Stock Plan (the “Phantom Plan”). The primary reason for this determination is the significant uncertainty regarding the proper application of new Internal Revenue Code Section 409A, particularly as applied to phantom equity arrangements of private companies. Any Section 409A compliance mistake can result in phantom equity holders having to pay substantial penalty taxes in addition to regular income taxes. (Capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Phantom Plan, or, if not defined therein, in your Phantom Additional Unit Award Agreement.)
PLY GEM INDUSTRIES, INC. PURCHASE AGREEMENTPurchase Agreement • November 9th, 2012 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Arizona
TAX RECEIVABLE AGREEMENT between PLY GEM HOLDINGS, INC. and PG ITR HOLDCO, L.P. Dated as of May 22, 2013Tax Receivable Agreement • May 29th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 22, 2013, is hereby entered into by and among Ply Gem Holdings, Inc., a Delaware corporation (the “Corporate Taxpayer”) and PG ITR Holdco, L.P., a Delaware limited partnership (the “ITR Entity”), and each of the successors and assigns thereto. This Agreement shall be effective as of the date of the closing date of the IPO (as defined below) (the “IPO Date”).
THIRD AMENDED AND RESTATED TAX SHARING AGREEMENTTax Sharing Agreement • May 29th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
THIS THIRD AMENDED AND RESTATED TAX SHARING AGREEMENT (the “Agreement”), dated as of May 23, 2013, is entered into between Ply Gem Holdings, Inc., a Delaware corporation (“Parent”), and Ply Gem Industries, Inc., a Delaware corporation and a wholly owned subsidiary of Holdings (“Industries” or the “Subsidiary”).
CANADIAN SECURITY AGREEMENTIntellectual Property Security Agreement • March 21st, 2011 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Alberta
CANADIAN SECURITY AGREEMENT, dated as of January 26, 2011, made by PLY GEM CANADA, INC., a Canada corporation (together with its successors and assigns, the “Canadian Borrower”) to UBS AG CANADA BRANCH, as Canadian Collateral Agent for the Canadian Secured Parties (as such terms are defined in the Credit Agreement referred to below) (together with its successors and assigns in such capacity, the “Collateral Agent”).
PERFORMANCE UNIT AWARD AGREEMENT PLY GEM HOLDINGS, INC.Performance Unit Award Agreement • November 6th, 2017 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
This Performance Unit Award Agreement (the “Agreement”), effective as of [______________] (the “Award Date”), is entered into by and between Ply Gem Holdings, Inc., a Delaware corporation (the “Company”), and [______________] (the “Participant”).
dated as of January 26, 2011 among PLY GEM INDUSTRIES, INC., PLY GEM HOLDINGS, INC., the Subsidiaries of the Specified U.S. Borrower from time to time party hereto, and UBS AG, STAMFORD BRANCH, as Collateral Agent and Administrative AgentSecurity Agreement • March 21st, 2011 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT by and among PLY GEM HOLDINGS, INC., PLY GEM PRIME HOLDINGS, INC., CAXTON-ISEMAN (PLY GEM), L.P., CAXTON-ISEMAN (PLY GEM) II, L.P., THE MANAGEMENT STOCKHOLDERS NAMED HEREIN and RAJACONDA HOLDINGS,...Stockholders’ Agreement • May 29th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
This SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of May 22, 2013, by and among Ply Gem Holdings, Inc., a Delaware corporation (the “Company”), Ply Gem Prime Holdings, Inc. (“Ply Gem Prime Holdings”), Caxton-Iseman (Ply Gem), L.P., a Delaware limited partnership (“Ply Gem I”), Caxton-Iseman (Ply Gem) II, L.P., a Delaware limited partnership (“Ply Gem II,” together with Ply Gem I, the “CI Partnerships”), the persons listed on the signature pages hereof under “Management Stockholders” (together with the Persons who become “Management Stockholders” pursuant to Section 4.2(a), the “Management Stockholders” and, together with the CI Partnerships and all CI Distributee Stockholders (as defined herein), the “Pre-IPO Stockholders”) and, for purposes of Sections 2.1(j), 2.2, 3.1, 4.1, 6.3, 6.17 and 6.18 only, Rajaconda Holdings, Inc. (the “CI General Partner”). Capitalized terms used herein and
Ply Gem Prime Holdings, Inc.Ply Gem Holdings Inc • November 13th, 2006 • Millwood, veneer, plywood, & structural wood members
As you know, the Board of Directors (the “Board”) of Ply Gem Prime Holdings, Inc. (the “Company”) has determined that it is desirable to amend and shorten the lifespan of the nonqualified deferred compensation arrangement represented by your Phantom Incentive Unit Award under the Ply Gem Prime Holdings, Inc. Amended and Restated Phantom Stock Plan (the “Phantom Plan”). The primary reason for this determination is the significant uncertainty regarding the proper application of new Internal Revenue Code Section 409A, particularly as applied to phantom equity arrangements of private companies. Any Section 409A compliance mistake can result in phantom equity holders having to pay substantial penalty taxes in addition to regular income taxes. (Capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Phantom Plan or, if not defined therein, in your Phantom Incentive Unit Award Agreement.)
COLLATERAL AGREEMENT dated as of February 11, 2011 among PLY GEM INDUSTRIES, INC., PLY GEM HOLDINGS, INC., the GUARANTORS named herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Noteholder Collateral AgentCollateral Agreement • March 21st, 2011 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
Reference is made to the Amended and Restated Lien Subordination and Intercreditor Agreement dated as of February 11, 2011, among UBS AG, Stamford Branch, as Collateral Agent for the Revolving Facility Secured Parties referred to therein; Wells Fargo Bank, National Association, as Trustee and as Noteholder Collateral Agent; Ply Gem Industries, Inc.; Ply Gem Holdings, Inc.; and the other subsidiaries of Ply Gem Industries, Inc. named therein (the “Intercreditor Agreement”). Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Intercreditor Agreement and, to the extent provided therein, the applicable Senior Secured Obligations Security Documents (as defined in the Intercreditor Agreement). In the event of any conflict or inconsistency between the provisions of this Agreement and the Intercreditor Agreement, the provisions of
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 29th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of May 22, 2013, by and between Ply Gem Prime Holdings, Inc., a Delaware corporation (“Prime Holdings”), and Ply Gem Holdings, Inc., a Delaware corporation (“Holdings”).
INCREMENTAL ASSUMPTION AGREEMENTIncremental Assumption Agreement • November 14th, 2011 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
This Incremental Assumption Agreement (the “Agreement”) is dated as of the Effective Date set forth below and is entered into by and among Ply Gem Industries, Inc. (the “Specified U.S. Borrower”), UBS AG, Stamford Branch (the “Administrative Agent”) and Royal Bank of Canada (the “Incremental Revolving Credit Lender”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Incremental Revolving Credit Lender.
FORM OF TRANSFER RESTRICTION AGREEMENT by and between PLY GEM HOLDINGS, INC. and THE STOCKHOLDER PARTY HERETO Dated as of [—], 2013Joinder Agreement • May 13th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
This TRANSFER RESTRICTION AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [—], 2013, by and between Ply Gem Holdings, Inc., a Delaware corporation (the “Company”) and the Stockholder party hereto (the “Stockholder”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Section 1.1. This Agreement shall be effective as of the date of the effective time of the Reorganization Merger (as defined in the recitals below) (the “Effective Date”).
dated as of January 26, 2011 among PLY GEM INDUSTRIES, INC., PLY GEM HOLDINGS, INC., the Subsidiaries of the Specified U.S. Borrower from time to time party hereto and UBS AG, STAMFORD BRANCH, as Collateral AgentPly Gem Holdings Inc • March 21st, 2011 • Millwood, veneer, plywood, & structural wood members • New York
ContractAmendment and Restatement Agreement • August 14th, 2009 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
AMENDMENT AND RESTATEMENT AGREEMENT dated as of July 16, 2009 (this “Agreement”), to the Credit Agreement dated as of June 9, 2008 (as modified and supplemented prior to the date hereof, the “Original Credit Agreement”), among PLY GEM HOLDINGS, INC., a Delaware corporation (“Holdings”), PLY GEM INDUSTRIES, INC., a Delaware corporation (the “Specified U.S. Borrower”), CWD WINDOWS AND DOORS, INC., a Canadian corporation (the “Canadian Borrower” and, together with the Specified U.S. Borrower, the “Borrowers”), the Subsidiaries of the Specified U.S. Borrower from time to time party thereto as borrowers and guarantors (the “Subsidiary Guarantors” and, together with Holdings and the Borrowers, the “Reaffirming Parties”), each lender from time to time party thereto (the “Lenders”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”), U.S. Swing Line Lender and U.S. L/C Issuer, GENERAL ELECTRIC CAPITAL CORPORATION, as Collateral Agent (i
RETIREMENT AND CONSULTING AGREEMENTRetirement and Consulting Agreement • November 13th, 2006 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
This Retirement and Consulting Agreement (this “Agreement”) is entered into effective as of October 13, 2006 (the “Effective Date”) by and between the “Company,” “Ply Gem Holdings,” “PIHI”, “Prime Holdings,” Lee Meyer (the “Executive”) and, for purposes of Section IID only, the Meyer Family Investment, L.P (the “Meyer Family Trust”). For purposes of this Agreement, (i) “PIHI” shall mean Ply Gem Investment Holdings, Inc., a Delaware corporation, (ii) “Ply Gem Holdings” shall mean Ply Gem Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of PIHI, (iii) “Prime Holdings” shall mean Ply Gem Prime Holdings, Inc., a Delaware corporation and parent of PIHI, and (iv) the “Company” shall mean Ply Gem Industries, Inc., a Delaware corporation and wholly-owned subsidiary of Ply Gem Holdings.
INTELLECTUAL PROPERTY COLLATERAL AGREEMENTIntellectual Property Collateral Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
This INTELLECTUAL PROPERTY COLLATERAL AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Collateral Agreement”) dated June 9, 2008, is made by Ply Gem Industries, Inc., a Delaware corporation (the “Issuer”), Ply Gem Holdings, Inc., a Delaware Corporation (“Holdings”) and the Subsidiaries of the Issuer listed on the Annex hereto (the “Subsidiaries”, and together with the Issuer and Holdings, the “Grantors”) in favor of U.S. Bank National Association, as Noteholder Collateral Agent (the “Noteholder Collateral Agent”) for the Secured Parties (as defined in the Collateral Agreement referred to below).
