First Supplemental Indenture to Indenture Dated January 30, 2014 by Ply Gem Industries, Inc., Simonton Entities, and Wells Fargo Bank, N.A.
This agreement, dated October 3, 2014, is a supplemental indenture among Ply Gem Industries, Inc., several Simonton companies as new guarantors, and Wells Fargo Bank, N.A. as trustee. It adds the Simonton entities as guarantors under an existing indenture, making them responsible for certain obligations if the company defaults. The agreement is governed by New York law and is intended to be read together with the original indenture. No material changes to the notes are made for tax purposes.
Exhibit 4.5
EXECUTION COPY
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).
RECITALS
WHEREAS, the Company, Ply Gem Holdings, Inc. and the subsidiary guarantors party thereto (collectively, the Guarantors) and the Trustee entered into an indenture, dated as of January 30, 2014 (the Indenture);
WHEREAS, the Company agreed pursuant to the Indenture to cause any newly formed, newly acquired or newly designated Restricted Subsidiary (other than any Foreign Subsidiary) that guarantees any Indebtedness under any Credit Facility to provide Guarantees in certain circumstances;
WHEREAS, this Supplemental Indenture has not resulted in a material modification of the Notes for purposes of the Foreign Account Tax Compliance Act; and
WHEREAS, the Company, each New Guarantor and the Trustee are authorized to enter into this Supplemental Indenture.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. Each New Guarantor, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article Eleven thereof.
Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed on this 3rd day of October, 2014.
PLY GEM INDUSTRIES, INC. | ||
By: | /s/ Shawn K. Poe | |
Name: Shawn K. Poe | ||
Title: Vice President, Chief Financial Officer, Treasurer and Secretary | ||
SIMONTON WINDOWS & DOORS, INC. | ||
By: | /s/ Shawn K. Poe | |
Name: Shawn K. Poe | ||
Title: Vice President | ||
SIMEX, INC. | ||
By: | /s/ Shawn K. Poe | |
Name: Shawn K. Poe | ||
Title: Vice President | ||
SIMONTON BUILDING PRODUCTS LLC | ||
By: | /s/ Shawn K. Poe | |
Name: Shawn K. Poe | ||
Title: Vice President | ||
SIMONTON INDUSTRIES, INC. | ||
By: | /s/ Shawn K. Poe | |
Name: Shawn K. Poe | ||
Title: Vice President | ||
SIMONTON WINDOWS, INC. | ||
By: | /s/ Shawn K. Poe | |
Name: Shawn K. Poe | ||
Title: Vice President |
[Signature Page to Supplemental Indenture]
WELLS FARGO BANK, NATIONAL ASSOCIATION, | ||
as Trustee | ||
By: | /s/ Raymond Delli Colli | |
Name: Raymond Delli Colli | ||
Title: Vice President |
[Signature Page to Supplemental Indenture]