ContractFirst Supplemental Indenture • November 25th, 2014 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is dated as of October 3, 2014, among Ply Gem Industries, Inc. (the “Company”), Simonton Windows & Doors, Inc., a Delaware corporation, SimEx, Inc., a West Virginia corporation, Simonton Building Products LLC, a Delaware limited liability company, Simonton Industries, Inc., a California corporation, and Simonton Windows, Inc., a West Virginia corporation (each, a “New Guarantor”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
PLY GEM INDUSTRIES, INC.Ply Gem Holdings Inc • November 25th, 2014 • Millwood, veneer, plywood, & structural wood members
Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”) dated September 19, 2014, among Ply Gem Industries, Inc., a Delaware corporation (the “Company”), certain affiliates of the Company party thereto and Credit Suisse Securities (USA) LLC, as representative for the several initial purchasers named therein (in such capacity, the “Representative”), concerning certain registration rights provisions with respect to the $150,000,000 aggregate principal amount of 6.50% Senior Notes due 2022 issued by the Company. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Registration Rights Agreement. This agreement (this “Registration Rights Joinder”) is the “Registration Rights Joinder” referred to in the Registration Rights Agreement.
AMENDMENT NO. 2 AND INCREMENTAL ASSUMPTION AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 25th, 2014 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
This Amendment No. 2 and Incremental Assumption Agreement to Amended and Restated Credit Agreement, dated as of November 5, 2014 (this “Amendment”), is entered into by and among Ply Gem Holdings, Inc. (“Holdings”), Ply Gem Industries, Inc. (the “Specified U.S. Borrower”), Gienow Canada Inc. and Mitten Inc. (collectively, the “Canadian Borrowers”), each other Loan Party signatory hereto, each Lender providing an increase to its Revolving Credit Commitment or a new Revolving Credit Commitment, as the case may be (collectively, the “Commitment Increase Lenders”), and UBS AG, Stamford Branch, as U.S. Administrative Agent (in such capacity, the “U.S. Administrative Agent”).
LIMITED LIABILITY COMPANY AGREEMENT of Simonton Building Products LLCLimited Liability Company • November 25th, 2014 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Simonton Building Products LLC (the “Company”) dated as of August 18, 2014 by Fortune Brands Windows, Inc., as the sole member of the Company (the “Member”).
