THIRD SUPPLEMENTAL INDENTURE
THIRD
SUPPLEMENTAL INDENTURE
THIRD
SUPPLEMENTAL INDENTURE, dated as of October 31, 2006, among Ply Gem Industries,
Inc. (the “Company”), Alcoa Home Exteriors, Inc. (“Alcoa”), and U.S. Bank
National Association, as trustee (the “Trustee”).
WHEREAS,
the Company, Ply Gem Holdings, Inc., Great Lakes Window, Inc., Kroy Building
Products, Inc., Napco, Inc., Napco Window Systems, Inc., Thermal-Gard, Inc.,
Variform, Inc., and the Trustee entered into an indenture dated as of February
12, 2004 to provide for the issuance of the Company’s 9% Senior Subordinated
Notes due 2012;
WHEREAS,
the Company, MWM Holding, Inc. (“MWM Holding”), MW Manufacturers Corp. (“MW
Manufacturers”), MW Manufacturers, Inc. (“MW”), Patriot Manufacturing, Inc.
(“Patriot”), Lineal Technologies, Inc. (“Lineal”), and the Trustee entered into
the First Supplemental Indenture, dated as of August 27, 2004, to provide for
the addition of MWM Holding, MW Manufacturers, MW, Patriot and Lineal as
Guarantors under the indenture dated as of February 12, 2004;
WHEREAS,
the Company, AWC Holding Company (“AWC”), Alenco Holding Corporation (“Alenco”),
Alenco Extrusion Management, L.L.C. (“AEM”), New Alenco Extrusion, Ltd. (“NAE”),
Alenco Extrusion GA, L.L.C. (“AEGA”), Aluminum Scrap Recycle, L.L.C. (“ASR”),
Alenco Building Products Management, L.L.C. (“ABP”), New Alenco Window, Ltd.
(“NAW”), Alenco Window GA, L.L.C. (“AWGA”), Alenco Trans, Inc. (“AT”), Glazing
Industries Management, L.L.C. (“GIM”), New Glazing Industries, Ltd. (“NGI”),
Alenco Interests, L.L.C. (“AI”), and AWC Arizona, Inc. (“AWCA”), and the Trustee
entered into the Second Supplemental Indenture, dated as of February 24, 2006,
to provide for the addition of AWC, Alenco, AEM, NAE, AEGA, ASR, ABP, NAW,
AWGA,
AT, GIM, NGI, AI and AWCA as Guarantors under the indenture dated as of February
12, 2004 (as so supplemented, the “Indenture”);
WHEREAS,
on the date hereof, the Company has acquired all of the issued and outstanding
stock of Alcoa;
WHEREAS,
pursuant to Section 4.16 of the Indenture, Alcoa, as a new Restricted
Subsidiary, is required to enter into this Supplemental Indenture (the
“Supplemental Indenture”) as a Guarantor;
WHEREAS,
the Company, Alcoa and the Trustee are authorized to enter into this
Supplemental Indenture;
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
contained in this Supplemental Indenture and for other good and valuable
consideration, the receipt and sufficiency of which are herein acknowledged,
the
Company, Alcoa and the Trustee hereby agree for the equal and the ratable
benefit of all Holders of the Notes as follows:
ARTICLE
I
DEFINITIONS
1.1 Definitions.
For
purposes of this Supplemental Indenture, the terms defined in the recitals
shall
have the meanings therein specified; any terms defined in the Indenture and
not
defined herein shall have the same meanings herein as therein defined; and
references to Articles or Sections shall, unless the context indicates
otherwise, be references to Articles or Sections of the Indenture.
ARTICLE
II
GUARANTEES
OF NOTES AND OTHER PROVISIONS
2.1 Guarantees.
(a) Alcoa
hereby, jointly and severally with the other Guarantors, unconditionally and
irrevocably guarantees to each Holder of a Note authenticated and delivered
by
the Trustee and to the Trustee and its successors and assigns, irrespective
of
the validity and enforceability of the Indenture, the Notes or the obligations
of the Issuers or any other Guarantors to the Holders or the Trustee hereunder
or thereunder: (a) (x) the due and punctual payment of the principal
of, premium, if any, and interest on the Notes when and as the same shall become
due and payable, whether at maturity, upon redemption or repurchase, by
acceleration or otherwise, (y) the due and punctual payment of interest on
the overdue principal and (to the extent permitted by law) interest, if any,
on
the Notes and (z) the due and punctual payment and performance of all other
obligations of the Issuer and all other obligations of the other Guarantors
(including under the Note Guarantees), in each case, to the Holders or the
Trustee hereunder or thereunder (including amounts due the Trustee under
Section 7.07 of the Indenture), all in accordance with the terms hereof and
thereof (collectively, the “Guarantee Obligations”); and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, the due and punctual payment and performance of Guarantee
Obligations in accordance with the terms of the extension or renewal, whether
at
maturity, upon redemption or repurchase, by acceleration or otherwise. Failing
payment when due of any amount so guaranteed, or failing performance of any
other obligation of the Issuers to the Holders under the Indenture or under
the
Notes, for whatever reason, Alcoa shall be obligated to pay, or to perform
or
cause the performance of, the same immediately. A Default under the Indenture
or
the Notes shall constitute an event of default under the Note Guarantees, and
shall entitle the Holders of Notes to accelerate the obligations of Alcoa
thereunder in the same manner and to the same extent as the obligations of
the
Issuers.
(b) Alcoa,
the Trustee and each Holder by its acceptance of a Note hereby agrees that
the
Note Guarantee of Alcoa provided hereunder shall be subject to all terms,
provisions and conditions in the Indenture that relate to a Note Guarantee
(including, without limitation, Article 11 of the Indenture). Alcoa further
agrees to be bound by, and to comply with, all provisions of the Indenture
and
Note Guarantee that are applicable to a Guarantor that is a Restricted
Subsidiary.
2.2 Execution
and Delivery of Note Guarantees.
The
delivery of any Note by the Trustee, after the authentication thereof under
the
Indenture, shall constitute due delivery of the Note Guarantees on behalf of
Alcoa.
2.3 No
Personal Liability.
No
stockholder, officer, director, employee or incorporator, past, present or
future, of Alcoa, as such, shall have any personal liability under the Note
Guarantees of Alcoa by reason of his, her or its status as such stockholder,
officer, director, employee or incorporator.
ARTICLE
III
MISCELLANEOUS
3.1 Effect
of the Supplemental Indenture.
This
Supplemental Indenture supplements the Indenture and shall be a part and subject
to all the terms thereof. Except as supplemented hereby, the Indenture and
the
Notes issued thereunder shall continue in full force and effect.
3.2 Counterparts.
This
Supplemental Indenture may be executed in counterparts, each of which shall
be
deemed an original, but all of which shall together constitute one and the
same
instrument.
3.3 GOVERNING
LAW.
THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.
IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to
be duly executed on this 31st day of October, 2006.
PLY
GEM
INDUSTRIES, INC.
By:___________________________
Name:
Xxxxx X.
Xxx
Title:
Vice President, and Chief
Financial
Officer,
Treasurer and Secretary
ALCOA
HOME EXTERIORS, INC.
By:___________________________
Name:
Xxxxx
X.
Xxx
Title:
Vice President, Treasurer and Secretary
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
By:_______________________
Name:
Title:
