PLY GEM INDUSTRIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
Ply Gem Industries, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, and UBS Securities LLC, as representatives of the Initial Purchasers (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of June 2, 2008 (the “Purchase Agreement”), $700,000,000 aggregate principal amount of its 11.75% Senior Secured Notes due 2013 (the “Initial Securities”) to be unconditionally guaranteed on a senior secured basis by Ply Gem Holdings, Inc. (“Holdings”) and the entities designated as guarantors in Schedule B to the Purchase Agreement (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”). The Initial Securities will be issued pursuant to an indenture, dated of even date herewith, among the Company, the Holdings, the Subsidiary Guarantors and U.S. Bank National Association, as trustee (the “Trustee”) (the “Indenture”). As an inducement to the Initial Purchasers to enter i
ContractLien Subordination and Intercreditor Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of June 9, 2008, among GENERAL ELECTRIC CAPITAL CORPORATION, as Collateral Agent, U.S. BANK NATIONAL ASSOCIATION, as Trustee and Noteholder Collateral Agent, PLY GEM INDUSTRIES, INC. PLY GEM HOLDINGS, INC. and the Subsidiaries of Ply Gem Industries, Inc. listed on Schedule I hereto
PLY GEM INDUSTRIES, INC. as Issuer, the GUARANTORS named herein, as Guarantors, and U.S. Bank National Association, as Trustee and Noteholder Collateral Agent INDENTURE Dated as of June 9, 2008 11.75% Senior Secured Notes due 2013Indenture • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
INDENTURE dated as of June 9, 2008 among Ply Gem Industries, Inc., a Delaware corporation (the “Issuer”), and each of the Guarantors named herein, as Guarantors, and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
U.S. GUARANTY dated as of June 9, 2008 among PLY GEM INDUSTRIES, INC., PLY GEM HOLDINGS, INC., the Subsidiaries of the Specified U.S. Borrower from time to time party hereto and GENERAL ELECTRIC CAPITAL CORPORATION, as Collateral Agentu.s. Guaranty • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
Reference is made to the Credit Agreement dated as of June 9, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Specified U.S. Borrower, Holdings, CWD Windows and Doors, Inc., the lenders from time to time party thereto (the “Lenders”), the Collateral Agent and Credit Suisse, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used in this Guaranty and not otherwise defined herein have the meanings set forth in the Credit Agreement.
CANADIAN SECURITY AGREEMENTCanadian Security Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Alberta
dated as of June 9, 2008 among PLY GEM INDUSTRIES, INC., PLY GEM HOLDINGS, INC., the Subsidiaries of the Specified U.S. Borrower from time to time party hereto, GENERAL ELECTRIC CAPITAL CORPORATION, as Collateral Agent and CREDIT SUISSE, as...Security Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
COLLATERAL AGREEMENT dated as of June 9, 2008 among PLY GEM INDUSTRIES, INC., PLY GEM HOLDINGS, INC., the GUARANTORS named herein and as Noteholder Collateral AgentCollateral Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
Reference is made to the Lien Subordination and Intercreditor Agreement dated as of June 9, 2008, among General Electric Capital Corporation, as Collateral Agent for the Revolving Facility Secured Parties referred to therein; U.S. Bank National Association, as Trustee and as Noteholder Collateral Agent; Ply Gem Industries, Inc.; Ply Gem Holdings, Inc.; and the other subsidiaries of Ply Gem Industries, Inc. named therein (the “Intercreditor Agreement”). Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Intercreditor Agreement and, to the extent provided therein, the applicable Senior Secured Obligations Security Documents (as defined in the Intercreditor Agreement). In the event of any conflict or inconsistency between the provisions of this Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agr
INTELLECTUAL PROPERTY COLLATERAL AGREEMENTIntellectual Property Collateral Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
This INTELLECTUAL PROPERTY COLLATERAL AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Collateral Agreement”) dated June 9, 2008, is made by Ply Gem Industries, Inc., a Delaware corporation (the “Issuer”), Ply Gem Holdings, Inc., a Delaware Corporation (“Holdings”) and the Subsidiaries of the Issuer listed on the Annex hereto (the “Subsidiaries”, and together with the Issuer and Holdings, the “Grantors”) in favor of U.S. Bank National Association, as Noteholder Collateral Agent (the “Noteholder Collateral Agent”) for the Secured Parties (as defined in the Collateral Agreement referred to below).
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of May 29, 2008, among Ply Gem Industries, Inc. (the “Company”), Ply Gem Pacific Windows Corporation (“Pacific Windows”) and U.S. Bank National Association, as trustee (the “Trustee”).
PLY GEM INDUSTRIES, INC. PURCHASE AGREEMENTPurchase Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Arizona
ContractIntellectual Property Security Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Alberta
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated June 9, 2008, is made by CWD Doors and Windows, Inc. (the “Canadian Borrower”) in favour of General Electric Capital Corporation, as Collateral Agent (the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
