PISCES MIDCO, INC. as Issuer and the Subsidiary Guarantors from time to time party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE DATED AS OF APRIL 12, 2018 PROVIDING FOR ISSUANCE OF NOTES IN SERIESIndenture • November 20th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
registration rights agreementRegistration Rights Agreement • November 20th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of November 16, 2018 (as it may be amended from time to time, this “Agreement”), is made among NCI Building Systems, Inc., a Delaware Corporation (the “Company”), Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R Fund VIII”), CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R FF Fund VIII” and, together with CD&R Fund VIII, the “Fund VIII CD&R Investors”), CD&R Pisces Holdings, L.P., a Cayman Islands exempted limited partnership (the “Fund X CD&R Investor,” together with the Fund VIII CD&R Investors, the “CD&R Investors” and each of CD&R Fund VIII, CD&R FF Fund VIII and Fund X CD&R Investor, a “CD&R Investor”), Atrium Intermediate Holdings, LLC (“Atrium”), a Delaware limited liability company, GGC BP Holdings, LLC, a Delaware limited liability company (“GGC”), AIC Finance Partnership, L.P., a Cayman Islands exempted limited partnership (“AIC” and, together
Stockholders AGREEMENT BY AND AMONG nci building systems, Inc., Clayton, Dubilier & Rice Fund VIII, L.P., CD&R FRIENDS & FAMILY FUND VIII, L.P., CD&r PISCES HOLDINGS, L.P. GGC BP Holdings, LLC AIC Finance Partnership, L.P. and Atrium Intermediate...Stockholders Agreement • November 20th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of November 16, 2018, is made by and between NCI Building Systems, Inc., a Delaware corporation, and each of Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R Fund VIII”), CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R FF Fund VIII” and, together with CD&R Fund VIII, the “Fund VIII CD&R Investors”), CD&R Pisces Holdings, L.P., a Cayman Islands exempted limited partnership (the “Fund X CD&R Investor”), Atrium Intermediate Holdings, LLC, a Delaware limited liability company (“Atrium”), GGC BP Holdings, LLC, a Delaware limited liability company (“GGC”), and AIC Finance Partnership, L.P., a Cayman Islands exempted limited partnership (“AIC” and, together with Atrium and GGC, the “Golden Gate Investor Group,” and each of Atrium, AIC and GGC, a “Golden Gate Investor”). Each of CD&R Fund VIII, CD&R FF Fund VIII and the Fund X CD&R Investor is somet
ABL JOINDER AGREEMENTAbl Joinder Agreement • November 20th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
ABL 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 Parent Borrower”), NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Successor Parent Borrower”), each of the Subsidiary Guarantors (as defined in the Credit Agreement (as defined below)) party hereto and UBS AG, STAMFORD BRANCH, 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”).
CASH FLOW JOINDER AGREEMENTCash Flow Joinder Agreement • November 20th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
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”).
ContractAmendment No. 4 • November 20th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
AMENDMENT NO. 4, dated as of November 16, 2018 (this “Fourth Amendment”), among Ply Gem Midco, Inc. (formerly known as Pisces Midco, Inc.), a Delaware corporation (together with its successors and assigns, the “Parent Borrower”), the Subsidiary Borrowers party hereto (collectively with the Parent Borrower, the “Borrowers”), the Lenders and the Issuing Lenders party hereto (such Lenders, the “Incremental Lenders”) and UBS AG, STAMFORD BRANCH (“UBS”), as Administrative Agent, Collateral Agent and Swingline Lender. Capitalized terms used herein and not defined shall have the meaning set forth in the Credit Agreement (as defined below) or on Annex I hereto, as applicable.
First AMENDMENTCash Flow Credit Agreement • November 20th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
First AMENDMENT TO Cash Flow CREDIT AGREEMENT (this “First Amendment”), dated as of November 14, 2018, among PLY GEM MIDCO, INC. (formerly known as Pisces Midco, Inc.), a Delaware corporation (the “Borrower”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided to such terms in the Credit Agreement referred to below (as amended by this First Amendment).
ContractCredit Agreement • November 20th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
AMENDMENT NO. 2, dated as of October 15, 2018 (this “Second Amendment”), among Ply Gem Midco, Inc. (formerly known as Pisces Midco, Inc.), a Delaware corporation (together with its successors and assigns, the “Parent Borrower”), the Subsidiary Borrowers party hereto (collectively with the Parent Borrower, the “Borrowers”), Regions Bank (the “Additional Lender”) and UBS AG, STAMFORD BRANCH (“UBS”), as Administrative Agent, Collateral Agent and Swingline Lender. Capitalized terms used herein and not defined shall have the meaning set forth in the Credit Agreement (as defined below).
LENDER JOINDER AGREEMENTLender Joinder Agreement • November 20th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
THIS LENDER JOINDER AGREEMENT, dated as of November 16, 2018 (this “Lender Joinder Agreement”), by and among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (in such capacity, the “Additional Commitment Lender”), PLY GEM MIDCO, INC. (formerly known as Pisces Midco, Inc.), a Delaware corporation (together with its successors and assigns, the “Borrower”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent for the Secured Parties. Unless otherwise defined herein or on Annex I hereto, terms defined in the Credit Agreement referred to below and used herein shall have the meanings given to them in the Credit Agreement.
ABL CANADIAN GUARANTEE AND COLLATERAL AGREEMENTAbl Canadian Guarantee and Collateral Agreement • November 20th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • Ontario
ABL CANADIAN GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 12, 2018, made by GIENOW CANADA INC., a federally incorporated Canadian corporation (“Gienow”), MITTEN INC., an Ontario corporation (“Mitten”), and North Star Manufacturing (London) Ltd., an Ontario corporation (“North Star” and, together with Gienow and Mitten, as further defined in the Credit Agreement, the “Canadian Borrowers”), and certain other Canadian Subsidiaries of the Parent Borrower from time to time party hereto, in favour of ubs ag, stamford branch, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the Canadian Facility Lenders from time to time parties to the Credit Agreement described below.
ContractAbl Credit Agreement • November 20th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
AMENDMENT NO. 1, dated as of August 7, 2018 (this “Amendment”), among PLY GEM MIDCO, INC. (formerly known as Pisces Midco, Inc.), a Delaware corporation (the “Parent Borrower”), the Subsidiary Borrowers party hereto (collectively with the Parent Borrower, the “Borrowers”), the Lenders and the Issuing Lenders party hereto and UBS AG, STAMFORD BRANCH (“UBS”), as Administrative Agent and Collateral Agent.
Second Supplemental IndentureSecond Supplemental Indenture • November 20th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of April 12, 2018 (this “Supplemental Indenture”), among the Subsidiary Guarantors signatory to this Supplemental Indenture (the “Subsidiary Guarantors”), Pisces Midco, Inc. (the “Company”) and Wilmington Trust, National Association, as Trustee under the Indenture referred to below (the “Trustee”).
Fourth Supplemental IndentureSupplemental Indenture • November 20th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
Fourth SUPPLEMENTAL INDENTURE, dated as of October 15, 2018 (this “Supplemental Indenture”), among Silver Line Building Products LLC, a Delaware limited liability company (the “Subsidiary Guarantor”), Ply Gem Midco, Inc. (formerly known as Pisces Midco, Inc.) (the “Company”), and each other then-existing Subsidiary Guarantor under the Indenture referred to below (the “Existing Guarantors”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below (the “Trustee”).
ABL U.S. GUARANTEE AND COLLATERAL AGREEMENTAbl u.s. Guarantee and Collateral Agreement • November 20th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
ABL U.S. GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 12, 2018, made by PISCES MIDCO, INC., a Delaware corporation (as further defined in the Credit Agreement, the “Parent Borrower”), PISCES HOLDINGS, INC., a Delaware corporation (as further defined in the Credit Agreement, “Holdings”), and certain Domestic Subsidiaries of the Parent Borrower from time to time party hereto, in favor of ubs ag, stamford branch, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
PISCES MIDCO, INC. as Issuer and the Subsidiary Guarantors from time to time party to the Indenture and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE DATED AS OF APRIL 12, 2018First Supplemental Indenture • November 20th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of April 12, 2018 (this “Supplemental Indenture”), among PISCES MIDCO, INC. (the “Company”), as issuer, the Subsidiary Guarantors from time to time party to the Indenture referred to below and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee under the Indenture referred to below.
ContractAbl Credit Agreement • November 20th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
AMENDMENT NO. 3, dated as of November 14, 2018 (this “Third Amendment”), among PLY GEM MIDCO, INC. (formerly known as Pisces Midco, Inc.), a Delaware corporation (together with its successors and assigns, the “Parent Borrower”), the Subsidiary Borrowers party hereto (collectively with the Parent Borrower, the “Borrowers”), the Lenders and the Issuing Lenders party hereto and UBS AG, STAMFORD BRANCH (“UBS”), as Administrative Agent and Collateral Agent.
CASH FLOW GUARANTEE AND COLLATERAL AGREEMENT made by PISCES MIDCO, INC., PISCES HOLDINGS, INC. and certain Domestic Subsidiaries of the Borrower, in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent and Administrative Agent dated as of April 12,...Cash Flow Guarantee and Collateral Agreement • November 20th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
CASH FLOW GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 12, 2018, made by PISCES MIDCO, INC., a Delaware corporation (as further defined in the Credit Agreement, the “Borrower”), PISCES HOLDINGS, INC., a Delaware corporation (as further defined in the Credit Agreement, “Holdings”), and certain Domestic Subsidiaries of the Borrower from time to time party hereto, in favor of JPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
Fifth Supplemental IndentureFifth Supplemental Indenture • November 20th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
Fifth SUPPLEMENTAL INDENTURE, dated as of November 16, 2018 (this “Supplemental Indenture”), among the Subsidiaries listed on Schedule 1 hereto (the “New Subsidiary Guarantors” and each, a “New Subsidiary Guarantor”), NCI Building Systems, Inc., a Delaware corporation, as successor to the Predecessor Company (as defined below) (the “Successor Company”), each other then-existing Subsidiary Guarantor under the Indenture referred to below (the “Existing Guarantors” and, together with the New Subsidiary Guarantors, the “Subsidiary Guarantors”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below (the “Trustee”).
