#390651v1 (30432/0874722) (Fleet/Nortek/Ply Gem Industries, Inc.)
(3rd Amendment to 2nd Amended & Restated Credit Agreement)
#390651v1 (30432/0874722) (Fleet/Nortek/Ply Gem Industries, Inc.)
(3rd Amendment to 2nd Amended & Restated Credit Agreement)
THIRD AMENDMENT TO
SECOND AMENDED & RESTATED CREDIT AGREMENT
This Third Amendment to Second Amended & Restated Credit
Agreement is dated as of September 29, 2000 and is by and between
Ply Gem Industries, Inc., a Delaware corporation (the "Company"),
the Designated Subsidiaries party to the Credit Agreement (as
defined below), the Banks party to the Credit Agreement (as
defined below) and Fleet National Bank, as the Agent for the
Banks (in such capacity, together with its successors in such
capacity, the "Agent").
The parties hereto mutually agree as follows:
1. Capitalized terms used herein and not expressly defined
herein shall have the respective meanings assigned
thereto in that certain Second Amended and Restated
Credit Agreement dated as of August 26, 1997, amended
and restated as of December 30, 1998 and amended as of
April 22, 1999 and as of September 9, 1999, among the
Company, said Designated Subsidiaries, said Banks and
the Agent (the "Credit Agreement").
2. The following recitals are accurate:
WHEREAS, the Company has requested the Banks to
amend the Credit Agreement to revise a financial
covenant contained therein; and
WHEREAS, the Banks have agreed to so amend the
Credit Agreement on the terms and conditions of the
Credit Agreement, as amended by this Third Amendment to
Second Amended and Restated Credit Agreement;
3. Section 6.10 is amended by deleting "...and thereafter..."
and adding the following text immediately below "...June
30, 2000..." and "...2.00:1.00...":
"...September 30, 2000 2.50:1.00
December 31, 2000 2.50:1.00
March 31, 2001 2.50:1.00
June 30, 2001 2.50:1.00
September 29, 2001 2.50:1.00
December 31, 2001 2.50:1.00
March 30, 2002 and 2.00:1.00..."
thereafter
4. Section 9.14 of the Credit Agreement entitled
"Governing Law; Consent to Jurisdiction; Waiver of
---------------------------------------------------
Trial by Jury" is by this reference fully incorporated
-------------
herein.
5. The Credit Agreement, amended as set forth above, is
hereby ratified, approved and confirmed and shall
remain in full force and effect.
6. The Company and the Designated Subsidiaries represent
and warrant that each of the representations and
warranties in Section 3 of the Credit Agreement is
---------
accurate and complete as of the date hereof and that no
Default or Event of Default exists under any of the
Loan Documents. The Company and the Designated
Subsidiaries represent and covenant that none of the
Company and the Designated Subsidiaries has any claim,
defense or setoff to any of its obligations under any
of the Loan Documents.
7. On the date of this Third Amendment to Second Amended
and Restated Credit Agreement the Company shall pay to
the Agent for the pro rata account of the Banks an
amendment fee equal to .065% of the Commitment.
8. This Third Amendment to Second Amended and Restated
Credit Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of
New York.
9. This Third Amendment to Second Amended and Restated
Credit Agreement may be executed by one or more of the
parties on any number of separate counterparts and all
of said counterparts taken together shall be deemed to
constitute one and the same instrument.
10. A set of the copies of this Third Amendment to Second
Amended and Restated Credit Agreement signed by all of
the parties shall be lodged with the Company and the
Agent.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF each of the parties hereto has caused
this Third Amendment to Second Amended and Restated Credit
Agreement to be duly executed by its duly authorized officer as
of the date first set forth above.
BORROWER:
PLY GEM INDUSTRIES, INC.
By:
-----------------------
Title:
DESIGNATED SUBSIDIARIES:
SNE ENTERPRISES, INC.
By:
----------------------------
Title:
VARIFORM, INC.
By:
----------------------------
Title:
GREAT LAKES WINDOW, INC.
By:
----------------------------
Title:
AGENT:
FLEET NATIONAL BANK,
as Agent and as a Bank
By:
----------------------------
Title:
BANKS:
BANK OF MONTREAL
By:
----------------------------
Title:
EUROPEAN AMERICAN BANK
By:
----------------------------
Title:
CITIZENS BANK OF RHODE ISLAND
By:
----------------------------
Title:
SOVEREIGN BANK
By:
----------------------------
Title:
