PLY GEM INDUSTRIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2012 • 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 UBS Securities LLC and J.P. Morgan Securities LLC, as Initial Purchasers (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of September 24, 2012 (the “Purchase Agreement”), $160,000,000 aggregate principal amount of its 9.375% Senior Notes due 2017 (the “Initial Securities”) to be unconditionally guaranteed on a senior 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 (the “Indenture”), dated of even date herewith, among the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers,
PLY GEM INDUSTRIES, INC. PURCHASE AGREEMENTPurchase Agreement • November 9th, 2012 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Arizona
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 9th, 2012 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of August 2, 2012, among Ply Gem Industries, Inc. (the “Company”), Foundation Labs by Ply Gem, LLC, a Delaware limited liability company (“Foundation Labs”), and U.S. Bank National Association, as trustee (the “Trustee”).
COLLATERAL AGREEMENT SUPPLEMENTCollateral Agreement Supplement • November 9th, 2012 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
SUPPLEMENT (this “Supplement”) dated as of August 2, 2012 to the Collateral Agreement dated as of February 11, 2011 (the “Collateral Agreement”), among PLY GEM INDUSTRIES, INC., a Delaware corporation (the “Issuer”), PLY GEM HOLDINGS, INC., a Delaware company (“Holdings”), each Subsidiary of the Issuer from time to time party thereto (each such Subsidiary individually a “Subsidiary Grantor” and collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, the Issuer and Holdings are referred to collectively herein as the “Grantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Noteholder Collateral Agent (in such capacity, the “Noteholder Collateral Agent”) for the Secured Parties.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 9th, 2012 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of August 2, 2012, among Ply Gem Industries, Inc. (the “Company”), Foundation Labs by Ply Gem, LLC, a Delaware limited liability company (“Foundation Labs”), and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent (the “Trustee”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • November 9th, 2012 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
This Amendment No. 2 to Credit Agreement, dated as of September 21, 2012 (this “Amendment”), is entered into by and among Ply Gem Industries, Inc. (the “Specified U.S. Borrower”), Ply Gem Canada, Inc. (the “Canadian Borrower”), Ply Gem Holdings, Inc. (“Holdings”), the other Guarantors listed on the signature pages hereto, the Lenders signatory hereto, UBS AG, Stamford Branch, as U.S. Administrative Agent (in such capacity, the “U.S. Administrative Agent”), UBS AG Canada Branch, as Canadian Administrative Agent (in such capacity, the “Canadian Administrative Agent” and together with the U.S. Administrative Agent, the “Administrative Agents”).
AMENDMENT NO.1 TO ADVISORY AGREEMENTAdvisory Agreement • November 9th, 2012 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members
AMENDMENT NO. 1, dated as of November 6, 2012 (this “Amendment No. 1”), to the Advisory Agreement (the “Advisory Agreement”), dated as of February 12, 2004, between Ply Gem Industries, Inc. (the “Company”) and CxCIC LLC (“CIC”). All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Advisory Agreement.
INTERCREDITOR AGREEMENT SUPPLEMENTIntercreditor Agreement Supplement • November 9th, 2012 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members
The undersigned, Foundation Labs by Ply Gem, LLC, a Delaware limited liability company, hereby (a) agrees to become party to the Amended and Restated Lien Subordination and Intercreditor Agreement (the “Intercreditor Agreement”) dated as of February 11, 2011, among UBS AG, Stamford Branch, as Collateral Agent for the Revolving Facility Secured Parties referred to therein; Wells Fargo Bank, National Association, as Trustee and as Noteholder Collateral Agent; Ply Gem Holdings, Inc.; Ply Gem Industries, Inc.; and the subsidiaries of Ply Gem Industries, Inc. named therein, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, for all purposes thereof on the terms set forth therein and (b) agrees to be bound by the terms of the Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor Agreement as of the date thereof.
Contractu.s. Guaranty • November 9th, 2012 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members
SUPPLEMENT (this “Supplement”) dated as of August 2, 2012 to the U.S. Guaranty dated as of January 26, 2011 (the “U.S. Guaranty”), among PLY GEM INDUSTRIES, INC., a Delaware corporation (the “Specified U.S. Borrower”), PLY GEM HOLDINGS, INC., a Delaware company (“Holdings”), each Subsidiary of the Borrower from time to time party thereto (each such Subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the Specified U.S. Borrower and Holdings are referred to collectively herein as the “Guarantors”) and UBS AG, STAMFORD BRANCH, as collateral agent (in such capacity, the “Collateral Agent”).
SECURITY AGREEMENT SUPPLEMENTSecurity Agreement • November 9th, 2012 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
SUPPLEMENT (this “Supplement”) dated as of August 2, 2012 to the Security Agreement dated as of January 26, 2011 (the “Security Agreement”), among PLY GEM INDUSTRIES, INC., a Delaware corporation (the “Specified U.S. Borrower”), PLY GEM HOLDINGS, INC., a Delaware company (“Holdings”), each Subsidiary of the Specified U.S. Borrower from time to time party thereto (each such Subsidiary individually a “Subsidiary Grantor” and collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, the Specified U.S. Borrower and Holdings are referred to collectively herein as the “Grantors”), and UBS AG, STAMFORD BRANCH, as collateral agent and administrative agent under the Credit Agreement referred to herein (in such respective capacities, “Administrative Agent” and the “Collateral Agent”) for the Secured Parties.
