CASH FLOW JOINDER AGREEMENT

Exhibit 10.7

Execution Version

CASH FLOW JOINDER AGREEMENT

CASH FLOW JOINDER AGREEMENT, dated as of November 16, 2018 (this “Joinder Agreement”), among PLY GEM MIDCO, LLC (formerly known as Ply Gem Midco, Inc., and formerly known as Pisces Midco, Inc.), a Delaware limited liability company (the “Predecessor Borrower”), NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Successor Borrower”), each of the Subsidiary Guarantors (as defined in the Credit Agreement (as defined below)) party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (as defined below) (the “Administrative Agent”) and as collateral agent for the Secured Parties (as defined in the Credit Agreement) (the “Collateral Agent”).

WITNESSETH:

WHEREAS, the Predecessor Borrower and the Administrative Agent are parties to (i) that certain Cash Flow Credit Agreement, dated as of April 12, 2018 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among the Predecessor Borrower, the several banks and other financial institutions from time to time party thereto (the “Lenders”), the Administrative Agent, the Collateral Agent and the other parties thereto and (ii) that certain Cash Flow Guarantee and Collateral Agreement, dated as of April 12, 2018 (as amended, supplemented, waived or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among the Predecessor Borrower, the guarantors from time to time party thereto, the Collateral Agent and the Administrative Agent;

WHEREAS, in connection with the transactions contemplated by the Panther Merger Agreement, the Predecessor Borrower is merging with and into the Successor Borrower (the “Merger”), with the Successor Borrower being the survivor of such merger;

WHEREAS, Subsection 8.7 of the Credit Agreement provides that the Predecessor Borrower shall be permitted to merge with or into any Person, provided that upon any such merger such resulting, surviving, or transferee Person shall expressly assume all the obligations of the Predecessor Borrower under the Credit Agreement and the Loan Documents to which the Predecessor Borrower is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments;

WHEREAS, Subsection 8.7(a)(iv) of the Credit Agreement provides that each Subsidiary Guarantor shall deliver to the Administrative Agent a joinder or other document or instrument, pursuant to which such Subsidiary Guarantor shall confirm its Subsidiary Guaranty;

WHEREAS, Subsection 8.7(a)(v) of the Credit Agreement provides that each Subsidiary Guarantor shall have by a supplement to the Guarantee and Collateral Agreement or another document or instrument affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to Subsection 8.7(a)(iv) of the Credit Agreement; and

WHEREAS, Subsection 8.7(c) of the Credit Agreement provides that the Successor Borrower will succeed to, and be substituted for, and may exercise every right and power of, the Predecessor Borrower under the Loan Documents, and that thereupon the Predecessor Borrower shall be relieved of all obligations and covenants under the Loan Documents.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

2. Assumption and Joinder of Agreements and Obligations. In accordance with Subsection 8.7 of the Credit Agreement, effective as of the Effective Date (as defined below), the Successor Borrower hereby becomes a party to the Credit Agreement, the Guarantee and Collateral Agreement and each other Loan Document to which the Predecessor Borrower is a party, and shall thereafter be deemed to be “Borrower” for purposes of the Credit Agreement, the Guarantee and Collateral Agreement and the other Loan Documents to which the Predecessor Borrower is a party as if originally named therein, and the Successor Borrower expressly assumes, confirms and agrees to perform and observe all of the indebtedness, obligations (including, without limitation, all obligations in respect of the Loans), covenants, agreements, terms, conditions, duties and liabilities of the Predecessor Borrower as “Borrower” under or with respect to the Credit Agreement, any Notes and any of the other Loan Documents to which the Predecessor Borrower is a party in its capacity as “Borrower” as fully as if the Successor Borrower were originally a signatory in the capacity of the “Borrower” thereto. At all times from and after the Effective Date, all references to the “Borrower” in the Credit Agreement or any of the other Loan Documents and any and all certificates and other documents executed by the Predecessor Borrower in connection therewith shall be deemed to refer to the Successor Borrower.

3. Effectiveness. This Joinder Agreement shall become effective on the date (such date, the “Effective Date”) that the following conditions have been satisfied:

a) the Administrative Agent shall have received a counterpart of this Joinder Agreement executed by the Predecessor Borrower, the Successor Borrower and each Subsidiary Guarantor;

b) the Merger shall have occurred; and

c) the Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Predecessor Borrower and (ii) an executed legal opinion of Debevoise & Xxxxxxxx LLP, counsel to the Predecessor Borrower, each to the effect that the Merger complies with the applicable provisions described in Subsection 8.7(a) of the Credit Agreement.

For the avoidance of doubt, the Effective Date is November 16, 2018.

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4. Reference to and Effect on the Credit Agreement and the Notes. On and after the effectiveness of this Joinder Agreement, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as modified by this Joinder Agreement. The Credit Agreement, the Notes and each of the other Loan Documents, as specifically modified by this Joinder Agreement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Joinder Agreement shall not, except as expressly provided herein, operate as an amendment or waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute an amendment or waiver of any provision of any of the Loan Documents. The Successor Borrower hereby expressly acknowledges the terms of this Joinder Agreement and reaffirms, as of the effectiveness of this Joinder Agreement, (i) the covenants and agreements contained in each Loan Document to which it is a party and (ii) its grant of Liens on the Collateral to secure the Cash Flow Facilities Obligations pursuant to the Security Documents.

5. Affirmation of Loan Documents. Each Subsidiary Guarantor acknowledges and consents to each of the provisions of this Joinder Agreement. Each Subsidiary Guarantor further acknowledges and agrees that all Obligations with respect to the Commitments under the Credit Agreement as modified by this Joinder Agreement shall be fully guaranteed and secured pursuant to the Guarantee and Collateral Agreement in accordance with the terms and provisions thereof. Each Subsidiary Guarantor reaffirms its obligations under the Loan Documents to which it is party, including its Subsidiary Guaranty. Without limiting the foregoing, as of the effectiveness of this Joinder Agreement, each of the Subsidiary Guarantors hereby (i) acknowledges and agrees that all of its obligations under the Guarantee and Collateral Agreement and the other Security Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Subsidiary Guarantor to the Collateral Agent for the benefit of the Secured Parties made pursuant to the Guarantee and Collateral Agreement and (iii) agrees that the Borrower Obligations and the Guarantor Obligations (each as defined in the Guarantee and Collateral Agreement) include, among other things and without limitation, the due and punctual payment by the Successor Borrower or the Subsidiary Guarantors, as applicable, when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on the Loans made pursuant to the Commitments under the Credit Agreement as modified by this Joinder Agreement.

6. Intercreditor Agreement. The Successor Borrower hereby acknowledges that it has received a copy of the Intercreditor Agreement and consents thereto, agrees to recognize all rights granted thereby to the ABL Agent, the ABL Secured Parties, the Cash Flow Agent, the Cash Flow Secured Parties, any Additional Agent and any Additional Secured Parties (as each such term is defined in the Intercreditor Agreement) and will not do any act or perform any obligation which is not in accordance with the agreements set forth in the Intercreditor Agreement.

7. GOVERNING LAW. THIS JOINDER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

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8. Counterparts. This Joinder Agreement may be executed by one or more of the parties to this Joinder Agreement on any number of separate counterparts (including by facsimile and other electronic transmission), and all of such counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Joinder Agreement signed by all the parties shall be delivered to the Successor Borrower and the Administrative Agent.

9. Headings. The headings of this Joinder Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

10. Severability. Any provision of this Joinder Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11. Successors and Assigns. The provisions of this Joinder Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[The Remainder of This Page is Left Intentionally Blank] 

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IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be duly executed, all as of the date first written above.

	PLY GEM MIDCO, LLC
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Chief Financial Officer
	NCI BUILDING SYSTEMS, INC.
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Executive Vice President, Chief Legal, Risk & Compliance Officer and Corporate Secretary

[Signature Page to Panther Cash Flow Joinder Agreement (Borrower Merger)]

	Acknowledged and Accepted:
	JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Executive Director

[Signature Page to Panther Cash Flow Joinder Agreement (Borrower Merger)]

	Consented and agreed (for purposes of Section 5 only):
	PLY GEM HOLDINGS, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Executive Vice President, Chief  Financial Officer, Secretary and  Treasurer

[Signature Page to Panther Cash Flow Joinder Agreement (Borrower Merger)]

	PLY GEM INDUSTRIES, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Executive Vice President, Chief  Financial Officer and Secretary
	ATRIUM WINDOWS AND DOORS, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Chief Financial Officer

[Signature Page to Panther Cash Flow Joinder Agreement (Borrower Merger)]

	ALENCO BUILDING PRODUCTS MANAGEMENT, L.L.C.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	ALENCO EXTRUSION GA, L.L.C.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	ALENCO EXTRUSION MANAGEMENT, L.L.C.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	ALENCO HOLDING CORPORATION
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer

[Signature Page to Panther Cash Flow Joinder Agreement (Borrower Merger)]

	ALENCO INTERESTS, L.L.C.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	ALENCO TRANS, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	ALENCO WINDOW GA, L.L.C.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	ALUMINUM SCRAP RECYCLE, L.L.C.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	AWC ARIZONA, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer

[Signature Page to Panther Cash Flow Joinder Agreement (Borrower Merger)]

	AWC HOLDING COMPANY
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	FOUNDATION LABS BY PLY GEM, LLC
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	GLAZING INDUSTRIES MANAGEMENT, L.L.C.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	GREAT LAKES WINDOW, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer

[Signature Page to Panther Cash Flow Joinder Agreement (Borrower Merger)]

	KROY BUILDING PRODUCTS, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	MASTIC HOME EXTERIORS, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	MW MANUFACTURERS INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	MWM HOLDING, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	NAPCO, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer

[Signature Page to Panther Cash Flow Joinder Agreement (Borrower Merger)]

	NEW ALENCO EXTRUSION, LTD.
	By:	Alenco Extrusion Management, L.L.C., its general partner
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	NEW ALENCO WINDOW, LTD.
	By:	Alenco Building Products Management, L.L.C., its general partner
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	NEW GLAZING INDUSTRIES, LTD.
	By:	Glazing Industries Management, L.L.C., its general partner
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer

[Signature Page to Panther Cash Flow Joinder Agreement (Borrower Merger)]

	PLY GEM PACIFIC WINDOWS CORPORATION
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	PLY GEM SPECIALTY PRODUCTS, LLC
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	SIMEX, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	XXXXXXXX BUILDING PRODUCTS LLC
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	XXXXXXXX INDUSTRIES, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer

[Signature Page to Panther Cash Flow Joinder Agreement (Borrower Merger)]

	XXXXXXXX WINDOWS & DOORS, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	XXXXXXXX WINDOWS, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer
	VARIFORM, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President, Secretary and Treasurer

[Signature Page to Panther Cash Flow Joinder Agreement (Borrower Merger)]

	ATRIUM CORPORATION
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Chief Financial Officer
	ATRIUM INTERMEDIATE HOLDINGS, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Chief Financial Officer
	ATRIUM PARENT, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Chief Financial Officer
	AMERICAN SCREEN MANUFACTURERS, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Chief Financial Officer
	ATRIUM EXTRUSION SYSTEMS, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Chief Financial Officer

[Signature Page to Panther Cash Flow Joinder Agreement (Borrower Merger)]

	CHAMPION WINDOW, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Chief Financial Officer
	THERMAL INDUSTRIES, INC.
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Chief Financial Officer

[Signature Page to Panther Cash Flow Joinder Agreement (Borrower Merger)]

	SILVER LINE BUILDING PRODUCTS LLC
	By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	Vice President and Secretary

[Signature Page to Panther Cash Flow Joinder Agreement (Borrower Merger)]