EXHIBIT 2.2
RESTRUCTURING AGREEMENT
This RESTRUCTURING AGREEMENT (this "Agreement") is made as of March 4,
2004, by and among ASSOCIATED MATERIALS HOLDINGS INC., a Delaware corporation
(the "Company"), AMH HOLDINGS, INC., a Delaware corporation ("Holdings"),
HARVEST PARTNERS III, L.P., ("HPIII LP"), HARVEST PARTNERS III, GbR, ("HPIII
GBR"), HARVEST PARTNERS IV GmbH & CO. KG, ("HPIV GMBH"), HARVEST PARTNERS IV,
L.P., ("HPIV LP" and collectively with HPIII LP, HPIII GBR and HPIV GMBH the
"Harvest Funds" and individually each a "Harvest Fund"), BANCBOSTON CAPITAL INC.
("BancBoston"), PRIVATE EQUITY PORTFOLIO FUND II, LLC ("PEPF"), GE CAPITAL
EQUITY CAPITAL GROUP, INC. ("GE"), NATIONAL CITY EQUITY PARTNERS, INC.
("National"), GREAT LAKES CAPITAL INVESTMENTS IV, LLC ("Great Lakes"), LIBERTY
MUTUAL INSURANCE COMPANY ("Liberty"), OLD HICKORY FUND I, LLC ("Old Hickory"),
PPM AMERICA PRIVATE EQUITY FUND L.P. ("PPM"), XXXXXX CAPITAL PRIVATE EQUITY FUND
III, L.P. ("Xxxxxx"), THE TEXAS GROWTH FUND II - 1998 TRUST ("Texas"), WESTON
PRESIDIO CAPITAL III, L.P. ("Weston III"),WESTON PRESIDIO CAPITAL IV, L.P.
("Xxxxxx XX"), WPC ENTREPRENEUR FUND, L.P. ("Entrepreneur I"),WPC ENTREPRENEUR
FUND II, L.P. ("Entrepreneur II" and collectively with Weston III, Xxxxxx XX and
Entrepreneur I the "Weston Investors" and individually each a "Weston
Investor"), BNY PARTNERS FUND L.L.C. ("BNY"), and NEW YORK LIFE CAPITAL PARTNERS
II L.P. ("New York Life"), 3755428 Canada Inc. ("Canada") and certain
stockholders of the Company listed on the Executive Signature Page hereto (each,
an "Executive" and collectively the "Executives") (the Harvest Funds,
BancBoston, PEFP, GE, National, Great Lakes, Liberty, Old Hickory, PPM, Xxxxxx,
Texas, the Weston Investors, BNY, New York Life, Canada and the Executives are
referred to collectively herein as the "Contributors", and individually herein
as a "Contributor").
WHEREAS, the Contributors own all of the issued and outstanding
capital stock of the Company;
WHEREAS, the Contributors and the Company desire to restructure the
Company by creating Holdings, a holding company which shall own all of the
issued and outstanding capital stock of the Company;
WHEREAS, immediately following the Restructuring, the Contributors
shall own all of the issued and outstanding capital stock of Holdings on the
same terms and in the same proportion as the capital stock of the Company is
held by the Contributors immediately prior to the Restructuring; and
WHEREAS, Holdings was incorporated in the State of Delaware on
February 19, 2004 to effectuate the Restructuring.
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants herein contained, the parties hereto agree as follows:
1. Contribution to Holdings. On the date of this Agreement, each
Contributor agrees to contribute and, as soon as practicable, deliver to
Holdings certificates representing the number of shares of (a) Class A Common
Stock, par value $0.01 per share, of the Company (the "Company Class A Common"),
(b) Class B Common Stock, par value $0.01 per share, of the Company (the
"Company Class B Common") and (c) 8.0% Series A Cumulative Redeemable Preferred
Stock, par value $0.01 per share, of the Company (the "Company Preferred" and,
collectively with the Company Class A Common and the Company Class B Common, the
"Company Shares"), as applicable, as specified for each such Contributor on
Schedule 1 attached hereto, endorsed in blank or accompanied by duly executed
assignment documents, and in exchange therefore, Holdings agrees to issue and
deliver to each Contributor the number of shares of (a) Class A Common Stock,
par value $0.01 per share, of Holdings (the "Holdings Class A Common"), (b)
Class B Common Stock, par value $0.01 per share, of Holdings (the "Holdings
Class B Common") and (c) 8.0% Series A Cumulative Redeemable Preferred Stock,
par value $0.01 per share, of Holdings (the "Holdings Preferred" and,
collectively with the Holdings Class A Common and the Holdings Class B Common,
the "Holdings Shares"), as applicable, as specified for each such Contributor on
Schedule 1 attached hereto (in each case, in the form of stock certificates
issued by Holdings representing such shares); provided, that, immediately after
the Initial Exchange (as defined below), each share of Holdings Preferred shall
be deemed to have accrued and unpaid dividends equivalent to the amount of
accrued and unpaid dividends as shall have accrued on the Company Preferred
exchanged therefor as of the date hereof. The parties hereto intend that the
transactions described in this Section 1 (the "Initial Exchange") be
characterized as an exchange under Section 351(a) of the Internal Revenue Code
of 1986, as amended.
2. Contribution to the Company. Immediately following the Initial
Exchange, Holdings agrees to contribute and deliver to the Company the
certificates representing all of the Company Shares contributed to it pursuant
to the Initial Exchange, endorsed in blank or accompanied by duly executed
assignment documents, and in exchange therefore, the Company agrees to (a) issue
and deliver to Holdings 1,000 shares of Company Class A Common (in the form of
stock certificates issued by the Company representing such shares), and (b)
cancel on its books and records the certificates representing Company Shares
contributed to it by Holdings pursuant to this Section 2. The parties hereto
intend that the transactions described in this Section 2 (the "Second Exchange"
and, together with the Initial Exchange, the "Restructuring") be characterized
as an exchange under Section 351(a) of the Internal Revenue Code of 1986, as
amended.
3. Representations and Warranties Concerning the Transaction.
(a) Representations and Warranties with respect to the Company. The
Company represents and warrants to each of the Contributors that, except as
disclosed in the Offering Memorandum (the "Offering Memorandum"), dated February
27, 2004, regarding Holdings' new senior discount notes or the annual reports,
registration statements, proxy statements, information statements, quarterly
reports or current reports filed by Associated Materials Incorporated with the
Securities and Exchange Commission (the "SEC Reports"):
(i) Organization of the Company. The Company is duly organized,
validly existing, and in good standing under the laws of the State of Delaware.
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(ii) Authorization of Transaction. The Company has full corporate
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder. This Agreement constitutes a valid and binding obligation
of the Company, enforceable in accordance with its terms and conditions, except
to the extent that its enforceability may be subject to applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and to general equitable principles. The Company
need not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement, except as required
by applicable state, province or "blue sky" securities laws or regulations,
which shall be timely made.
(iii) Noncontravention. Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions contemplated hereby,
will (a) violate any material constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which the Company or any of its
subsidiaries is subject or any provision of its charter or bylaws or (b) result
in a breach of or constitute a default under, any material agreement, contract,
lease, license, instrument, or other arrangement to which the Company or any of
its subsidiaries is a party or by which it is bound or to which any of its
assets is subject.
(iv) Capital Stock and Related Matters
(A) The authorized capital stock of the Company consists of
(i) 2,500,000 shares of Company Class A Common, of which (x) 1,672,352 shares
are issued and outstanding immediately prior to the Restructuring and (y) 1,000
shares will be issued and outstanding and held by Holdings immediately after the
Restructuring, (ii) 2,500,000 shares of Company Class B Common, (x) 19,118 of
which are issued and outstanding immediately prior to the Restructuring and (y)
none of which are issued and outstanding immediately after the Restructuring and
(iii) 3,000,000 shares of Company Preferred, (x) 1,545,899 of which are issued
and outstanding immediately prior to the Restructuring and (y) none of which are
issued and outstanding immediately after the Restructuring. Immediately prior to
the Restructuring, the record ownership of the capital stock of the Company
shall be as set forth on Schedule 1. Immediately after the Restructuring, the
Company will not have outstanding any capital stock or securities convertible or
exchangeable for any shares of its capital stock or containing any profit
participation features, nor any rights or options to subscribe for or to
purchase its capital stock or any stock or securities convertible into or
exchangeable for its capital stock or any stock appreciation rights or phantom
stock plans, except for the Company Class A Common. Immediately after the
Restructuring, the Company shall not be subject to any obligation (contingent or
otherwise) to repurchase or otherwise acquire or retire any shares of its
outstanding capital stock or any warrants, options or other rights to acquire
its capital stock. As of the Restructuring and immediately thereafter, all of
the outstanding shares of the Company's capital stock shall be validly issued,
fully paid and nonassessable.
(B) There are no statutory or contractual preemptive rights
or rights of refusal with respect to the issuance of the Company Class A Common
to Holdings pursuant to Section 2. The Company has not violated any applicable
federal or state securities laws in connection with the issuance of any of its
capital stock pursuant to Section 2, and,
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assuming the representations and warranties of each of the Contributors
contained in Section 3(c) are true and correct, the issuance of the Company
Class A Common pursuant to Section 2 does not require registration under the
Securities Act of 1933, as amended (the "Securities Act"), or any applicable
state securities laws.
(b) Representations and Warranties with respect to Holdings. The
Company and Holdings represent and warrant, jointly and severally, that except
as disclosed in the Offering Memorandum or the SEC Reports:
(i) Organization of Holdings. Holdings is duly organized, validly
existing and in good standing under the laws of the State of Delaware.
(ii) Authorization of Transaction and Holdings Shares. Holdings
has full corporate power and authority to execute and deliver this Agreement and
to perform its obligations hereunder and under the Holdings Stockholders
Agreement. Holdings has (i) created the Holdings Shares by a Certificate of
Incorporation in the form set forth as Exhibit A attached hereto (the "Holdings
Certificate") and (ii) authorized the issuance of the Holdings Shares to the
Contributors pursuant to Section 1. Each of this Agreement and the Holdings
Stockholders Agreement constitutes a valid and binding obligation of Holdings,
enforceable in accordance with its terms and conditions, except to the extent
that its enforceability may be subject to applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and to general equitable principles. Holdings need
not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to
consummate the transactions contemplated by each of this Agreement and the
Holdings Stockholders Agreement, except as required by applicable state,
province or "blue sky" securities laws or regulations, which shall be timely
made.
(iii) Noncontravention. Neither the execution and the delivery of
this Agreement or the Holdings Stockholders Agreement, nor the consummation of
the transactions contemplated hereby or thereby, will violate any material
constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any government, governmental agency, or
court to which Holdings is subject or any provision of its charter or bylaws, or
(b) result in a breach of or constitute a default under, any material agreement,
contract, lease, license, instrument, or other arrangement to which Holdings is
a party or by which it is bound or to which any of its assets is subject.
(iv) Capital Stock and Related Matters
(A) The authorized capital stock of Holdings consists of (i)
2,500,000 shares of Holdings Class A Common, (x) none of which are issued and
outstanding immediately prior to the Restructuring and (y) of which 1,672,352
shares are issued and outstanding immediately after the Restructuring and
385,792 shares are reserved for issuance upon exercise of employee stock options
("Holdings Options") issued pursuant to the Holdings' 2004 Stock Option Plan,
set forth as Exhibit B attached hereto, which plan Holdings has assumed and
which assumption has been approved by the board of directors of Holdings, in
each case, immediately after the Restructuring, (ii) 2,500,000 shares of
Holdings Class B Common,
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(x) none of which are issued and outstanding immediately prior to the
Restructuring and (y) of which 19,118 shares are issued and outstanding
immediately after the Restructuring and (iii) 3,000,000 shares of Holdings
Preferred (x) none of which are issued and outstanding immediately prior to the
Restructuring and (y) of which 1,545,899 shares are issued and outstanding
immediately after the Restructuring. Immediately after the Restructuring,
Holdings will not have outstanding any stock or securities convertible or
exchangeable for any shares of its capital stock or containing any profit
participation features, nor any rights or options to subscribe for or to
purchase its capital stock or any stock or securities convertible into or
exchangeable for its capital stock or any stock appreciation rights or phantom
stock plans, except for the Holdings Options, the Holdings Class A Common and
the Holdings Class B Common. Immediately after the Restructuring, Holdings will
not be subject to any obligation (contingent or otherwise) to repurchase or
otherwise acquire or retire any shares of its outstanding capital stock or any
warrants, options or other rights to acquire its capital stock, except pursuant
to the Stockholders Agreement, dated as of the date hereof, by and among
Holdings, the Company and the Contributors in the form set forth as Exhibit C
attached hereto (the "Holdings Stockholders Agreement") and the Holdings
Preferred. Immediately after the Restructuring, all of the outstanding shares of
Holdings' capital stock shall be validly issued, fully paid and nonassessable.
(B) There are no statutory or contractual preemptive rights
or rights of refusal with respect to the issuance of the Holdings Shares to the
Contributors pursuant to Section 1. Holdings has not violated any applicable
federal or state securities laws in connection with the issuance of any of its
capital stock pursuant to Section 1 and, assuming the representations and
warranties of each of the Contributors contained in Section 3(c) are true and
correct, the issuance of the Holdings Shares pursuant to Section 1 does not
require registration under the Securities Act, or any applicable state
securities laws. Immediately after the Restructuring, there will be no
agreements between Holding' stockholders with respect to the voting, transfer or
registration of Holdings' capital stock, except for the Holdings Stockholders
Agreement.
(v) No Liabilities. As of immediately prior to the Restructuring,
Holdings does not have any liabilities or obligations, whether accrued,
absolute, contingent or otherwise, except for liabilities and obligations as set
forth in the Offering Memorandum.
(vi) No Litigation. There are no actions, suits, proceedings or
investigations pending or, to the best of the Company's and Holdings' knowledge,
any basis therefore or threat thereof against Holdings.
(vii) No Other Business. Holdings is engaged in no business other
than its ownership of the capital stock of the Company.
(viii) Terms. With respect to each Contributor, the Restructuring
shall be on the same terms and conditions as afforded to each other Contributor.
No Contributor shall receive any payments or fees in connection with the
Restructuring except as set forth in the Offering Memorandum.
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(c) Representations and Warranties of each Contributor. Each
Contributor, severally and not jointly, for itself only and not on behalf of any
other Contributor, represents and warrants to the Company and Holdings, as
follows:
(i) Authorization of Transaction. If such Contributor is not an
individual, such Contributor has all necessary power and authority, and if such
Contributor is an individual, such Contributor has full legal capacity, to
execute and deliver this Agreement and the other documents to be executed and
delivered by such Contributor as contemplated hereby, to carry out such
Contributor's obligations hereunder and thereunder, and to consummate the
transactions contemplated hereby and thereby, including the contribution and
delivery of the Company Shares held by such Contributor. If such Contributor is
not an individual, the execution and delivery of this Agreement and the other
documents to be executed and delivered by such Contributor as contemplated
hereby have been duly authorized by all requisite corporate, limited liability
or other action, as applicable, and no other corporate, limited liability or
other action, as the case may be, is necessary to authorize the execution,
delivery and performance of this Agreement and such other documents by such
Contributor and the consummation of the transactions contemplated hereby and
thereby. This Agreement constitutes the valid and legally binding obligation of
such Contributor, enforceable in accordance with its terms and conditions,
except to the extent that its enforceability may be subject to applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and to general equitable principles.
Such Contributor, to the best of its knowledge, need not give any notice to,
make any filing with, or obtain any authorization, consent, or approval of any
government or governmental agency in order to consummate the transactions
contemplated by this Agreement. Immediately prior to the Restructuring, such
Contributor is the record owner of the capital stock of the Company set forth
next to its name on Schedule 1.
(ii) Noncontravention. To the best of such Contributor's
knowledge, neither the execution and the delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, will violate any material
constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any government, governmental agency, or
court to which such Contributor is subject.
(iii) Brokers' Fees. Such Contributor has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which the Company
could become liable or obligated.
(iv) Securities Law Compliance. Such Contributor:
(A) is acquiring the Holdings Shares for its own account and
is not acquiring the Holdings Shares with a view to, or for resale in connection
with, any distribution of the Holdings Shares in violation of the Securities Act
or any securities laws applicable to such Contributor. Such Contributor
understands that the Holdings Shares acquired by it pursuant to this Agreement
have not been registered under the Securities Act or the securities laws of any
state or province by reason of specific exemptions under the provisions thereof
which depend in part upon the investment intent of such Contributor and upon the
other representations made by such Contributor in this Agreement. Such
Contributor understands that
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the Company and Holdings are relying upon the representations, warranties and
agreements made by such Contributor in this Agreement.
(B) understands that it may not sell or transfer the
Holdings Shares acquired by it pursuant to this Agreement except in accordance
with the registration requirements of the Securities Act and of any applicable
state or province or "blue sky" securities laws or regulations or an exemption
from such registration requirements or regulations. Such Contributor further
understands that, except as set forth in the Holdings Stockholders Agreement,
Holdings has no obligation or present intention of so registering the Holdings
Shares, and that there is no assurance that any exemption from registration
under the Securities Act and any applicable state or province or "blue sky"
securities laws or regulations will be available, or if available, that such
exemption will allow such Contributor to dispose of or otherwise transfer any or
all of the Holdings Shares in the amounts or at the times that such Contributor
may propose.
(C) understands that any sale or transfer of the Holdings
Shares acquired by it pursuant to this Agreement is subject to the restrictions
on such sale or transfer contained in the Holdings Stockholders Agreement and
that the certificates evidencing the Holdings Shares, if any, will bear the
restrictive legends provided for in the Holdings Stockholders Agreement.
(D) (i) has such knowledge, sophistication and experience in
business and financial matters that it is capable of evaluating the merits and
risks of the transactions referred herein, (ii) fully understands the nature,
scope and duration of the limitations applicable to the Holdings Shares and
(iii) is able to bear the economic risk of the investment in the Holdings
Shares.
(E) is (i) an "accredited investor" as that term is defined
in Rule 501 of Regulation D under the Securities Act of 1933, as amended and
(ii) a "qualified purchaser" within the meaning of the Investment Company Act of
1940, as amended (the "Investment Company").
(F) has had an opportunity to ask questions and receive
answers concerning the terms and conditions of the offering of Holdings Shares
and has had full access to such other information concerning Holdings as such
Contributor has requested. Such Contributor has reviewed, or has had an
opportunity to review, the Holdings Certificate, the Bylaws of Holdings and the
Holdings Stockholders Agreement.
4. Post-Closing Covenants. Holdings, the Company and the Contributors
agree as follows with respect to the period following the consummation of the
transactions described herein.
(a) General. Each party to this Agreement will take such further
action (including the execution and delivery of such further instruments and
documents) as is reasonably necessary to carry out the purpose of this Agreement
as any other party hereto may reasonably request, all at the sole cost and
expense of such requesting party.
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(b) Holdings Shares. Each Holding Share issued under this Agreement
will be imprinted with such legends as are required pursuant to the terms and
conditions of the Holdings Stockholders Agreement.
5. Miscellaneous.
(a) Press Releases and Public Announcements. No party hereto shall
issue any press release or make any public announcement relating to the subject
matter of this Agreement without the prior written approval of Holdings, and the
Company; provided, that any party hereto may make any public disclosure it
believes in good faith is required by applicable law (in which case the
disclosing party will use its reasonable best efforts to advise the other
parties hereto prior to making the disclosure).
(b) Succession and Assignment. This Agreement shall be binding upon
and inure to the benefit of the parties named herein and their respective
successors and permitted assigns. No party hereto may assign either this
Agreement or any of its rights, interests, or obligations hereunder without the
prior written approval of Holdings and the Company. Notwithstanding anything
herein to the contrary, each of the Contributors may, in the ordinary course of
its business and in accordance with applicable law, at any time assign to a
Permitted Transferee (as such term is defined in the Holdings Stockholders
Agreement) all or part of the obligations under this Agreement.
(c) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(d) Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
(e) Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given if (and then two
business days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:
To any Contributor:
As specified for each such Contributor on the books and records
of the Company.
To Holdings or the Company:
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxx X. Xxxxxxxx
Facsimile No.: (000) 000-0000
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with copies to (which shall not constitute notice to Holdings or
the Company):
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White & Case LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxx, Esq.
Xxxxxx X. Xxxxxxx, Esq.
Facsimile No.: (000) 000-0000
Any party hereto may send any notice, request, demand, claim, or other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service, telecopy, telex, ordinary mail, or electronic mail), but no such
notice, request, demand, claim, or other communication shall be deemed to have
been duly given unless and until it actually is received by the intended
recipient. Any party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other parties notice in the manner herein set forth.
(f) Governing Law. All questions concerning the construction,
validity, and interpretation of this Agreement shall be governed by and
construed in accordance with the domestic laws of the State of New York without
giving effect to any choice or conflict of law provision or rule (whether of the
State of New York or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of New York.
(g) Amendments and Waivers. This Agreement may be amended, or any
provision of this Agreement may be waived upon a written approval, executed by
the parties hereto. No course of dealing between or among the parties hereto
shall be deemed effective to modify, amend, or discharge any part of this
Agreement or any rights or obligations of any such party or such holder under or
by reason of this Agreement.
(h) Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
(i) Expenses. Each of the Contributors and Holdings and the Company
will bear its own costs and expenses (including legal fees and expenses)
incurred in connection with this Agreement and the transactions contemplated
hereby; provided, however, that the Company will bear the reasonable legal fees
and expenses of Winston & Xxxxxx LLP, counsel to certain of the Contributors, in
connection with the Restructuring.
(j) Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of
proof shall arise favoring or disfavoring any party hereto by virtue of the
authorship of any of the provisions of this Agreement.
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(k) Waiver by Holders of Company Preferred. The holders of the Company
Preferred hereby waive any rights which they may have pursuant to Article
Fourth, Section B.5.a.iii of the Certificate of Incorporation of the Company
which would entitle such holders rights to a mandatory redemption of their
Company Preferred upon a Change of Control (as therein defined) of the Company,
which Change of Control would be triggered by this Restructuring Agreement.
(l) Waiver by Holders of Holdings Preferred. The holders of the
Holdings Preferred hereby waive the procedure for redemption provided in Article
Fourth, Section B.7.a. of the Certificate of Incorporation of Holdings
exclusively as they relate to an optional redemption by Holdings of their
preferred stock on the date hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
AMH HOLDINGS, INC.
By: /s/ D. Xxxxx XxXxxxxx
---------------------------------------
Name: D. Xxxxx XxXxxxxx
Title: Vice President-Finance
ASSOCIATED MATERIALS HOLDINGS, INC.
By: /s/ D. Xxxxx XxXxxxxx
---------------------------------------
Name: D. Xxxxx XxXxxxxx
Title: Vice President-Chief Financial
Officer
HARVEST PARTNERS III, L.P.
By: Harvest Associates III, LLC,
its general partner
By: /s/ Xxx X. Xxxxxxxx
---------------------------------------
Name: Xxx X. Xxxxxxxx
Title: Member
HARVEST PARTNERS III, GbR
By: Harvest Associates III, LLC,
its general partner
By: /s/ Xxx X. Xxxxxxxx
---------------------------------------
Name: Xxx X. Xxxxxxxx
Title: Member
HARVEST PARTNERS IV GmbH & Co. KG
By: Harvest Partners IV, LLC,
its general partner
By: /s/ Xxx X. Xxxxxxxx
---------------------------------------
Name: Xxx X. Xxxxxxxx
Title: Member
HARVEST PARTNERS IV, L.P.
By: Harvest Partners IV, LLC,
its general partner
By: /s/ Xxx X. Xxxxxxxx
---------------------------------------
Name: Xxx X. Xxxxxxxx
Title: Member
BANCBOSTON CAPITAL INC.
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
PRIVATE EQUITY PORTFOLIO FUND II, LLC
By Fleet National Bank, its manager
By: /s/ Xxxx DeSislo
---------------------------------------
Name: Xxxx DeSislo
Title: Director
GE CAPITAL EQUITY CAPITAL GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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NATIONAL CITY EQUITY PARTNERS, INC.
By: /s/ Xxxx X. Xxxxxxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxxxxxx
Title: Managing Director
GREAT LAKES CAPITAL INVESTMENTS IV, LLC
By: /s/ Xxxx X. Xxxxxxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxxxxxx
Title: Managing Director
LIBERTY MUTUAL INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
OLD HICKORY FUND I, LLC
By: PPM America, Inc.,
its manager
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Partner
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PPM AMERICA PRIVATE EQUITY FUND L.P.
By: PPM America Capital Partners, LLC,
its general partner
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Partner
By: /s/ Xxxxx Xxxxx
---------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Partner
XXXXXX CAPITAL PRIVATE EQUITY FUND III, L.P.
By: Xxxxxx Capital Private Equity Partners III,
L.P., its general partner
By: Xxxxxx Capital Management, L.L.C.,
its general partner
THE BOARD OF TRUSTEES OF THE TEXAS
GROWTH FUND II, AS TRUSTEE FOR THE
TEXAS GROWTH FUND II - 1998
By: TGF II Management, L.P.,
as Executive Director
By: TGF Management Corp.,
as General Partner
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
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WESTON PRESIDIO CAPITAL III, L.P.
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: General Partner
WESTON PRESIDIO CAPITAL IV, L.P.
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: General Partner
WPC ENTREPRENEUR FUND, L.P.
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: General Partner
WPC ENTREPRENEUR FUND II, L.P.
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: General Partner
BNY PARTNERS FUND L.L.C.
By: BNY Private Investment Management, Inc.,
Member Manager
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
-5-
NEW YORK LIFE CAPITAL PARTNERS II L.P.
By: NYLCAP Manager LLC,
its Investment Manager
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
3755428 CANADA INC.
By: /s/ Xxxxxx Vollmershausen
---------------------------------------
Name: Xxxxxx Vollmershausen
Title: President
-6-
