Termination Agreement between Ply Gem Industries, Inc. and CxCIC, LLC (May 29, 2013)

Contract Categories: Business Operations › Termination Agreements
Summary

Ply Gem Industries, Inc. and CxCIC, LLC have agreed to terminate their Advisory Agreement, effective upon the closing of Ply Gem Holdings, Inc.'s initial public offering. In exchange for a payment of $18,851,826.00 from Ply Gem Holdings to CxCIC, most provisions of the Advisory Agreement are ended, except for certain sections related to indemnity, assignment, modification, entire agreement, governing law, and counterparts, which remain in effect. This agreement finalizes the end of the advisory relationship between the parties following the IPO.

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EX-10.5 9 d544766dex105.htm TERMINATION AGREEMENT Termination Agreement

Exhibit 10.5

CxCIC, LLC

500 Park Avenue, Floor 8

New York, New York 10022

May 29, 2013

Ply Gem Industries, Inc.

5020 Weston Parkway, Suite 400

Cary, North Carolina 27513

Attention: Shawn Poe

Dear Sir:

We refer to the Advisory Agreement, dated as of February 12, 2004, as amended by Amendment No. 1 to Advisory Agreement, dated as of November 6, 2012 (as amended, the “Advisory Agreement”), by and between Ply Gem Industries, Inc. (the “Company”) and CxCIC, LLC (“CIC”). This letter evidences the agreement of the Company and CIC with respect to the termination of the Advisory Agreement and the consequences thereof in connection with the consummation of the initial public offering of common stock (the “IPO” and, the consummation of the IPO, the “IPO Closing”) of Ply Gem Holdings, Inc., the parent company of the Company (“Holdings”).

Upon payment by Holdings to CIC on the date hereof of an amount equal to $18,851,826.00, and notwithstanding any provision to the contrary in the Advisory Agreement (including Section 4 (Termination)), all provisions of the Advisory Agreement other than Sections 7 (Indemnity and Exculpation), 8 (Assignment), 9 (Modification), 10 (Entire Agreement), 12 (Governing Law; Submission to Jurisdiction) and 13 (Counterparts) are hereby terminated, effective as of the IPO Closing.

 

Sincerely,
CXCIC, LLC
By:   Georgica Management LLC, its managing member
By:  

/s/ Frederick J. Iseman

  Name:   Frederick J. Iseman
  Title:   President

Agreed to and Accepted by:

 

PLY GEM INDUSTRIES, INC.
By:  

/s/ Shawn K. Poe

  Name: Shawn K. Poe
  Title: Vice President and Chief Financial Officer

[Signature page to Advisory Agreement Termination Letter]