Exhibit
4.1
AMENDMENT AND RESTATEMENT AGREEMENT dated as of
July 16, 2009 (this “ Agreement ”), to the
Credit Agreement dated as of June 9, 2008 (as modified
and supplemented prior to the date hereof, the “ Original
Credit Agreement ”), among PLY GEM HOLDINGS, INC., a
Delaware corporation (“ Holdings ”),
PLY GEM INDUSTRIES, INC., a Delaware corporation (the “
Specified U.S. Borrower ”), CWD WINDOWS AND DOORS,
INC., a Canadian corporation (the “ Canadian Borrower
” and, together with the Specified U.S. Borrower, the “
Borrowers ”), the Subsidiaries of the Specified U.S.
Borrower from time to time party thereto as borrowers and
guarantors (the “ Subsidiary Guarantors ” and,
together with Holdings and the Borrowers, the “
Reaffirming Parties ”), each lender from time to time
party thereto (the “ Lenders ”), CREDIT SUISSE,
CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity,
the “ Administrative Agent ”), U.S. Swing Line
Lender and U.S. L/C Issuer, GENERAL ELECTRIC CAPITAL CORPORATION,
as Collateral Agent (in such capacity, the “ Collateral
Agent ”), CREDIT SUISSE, TORONTO BRANCH (“ CS
Toronto ”), as Canadian Swing Line Lender and Canadian
L/C Issuer, and the other agents party thereto.
A. Pursuant to the
Original Credit Agreement, the Lenders have extended, and have
agreed to extend, credit to the Borrowers.
B. The Borrowers have
requested that the Original Credit Agreement be amended and
restated in the form of the Amended and Restated Credit Agreement
attached hereto as Exhibit A (the “ Amended and Restated
Credit Agreement ”) to, among other things, modify the
terms and conditions of the Original Credit Agreement to allow the
U.S. Borrowers to increase the Revolving Credit
Commitments.
C. Each of the
Reaffirming Parties is party to one or more of the Guaranties, the
Collateral Documents and the Intercreditor Agreement (collectively,
the “ Security Documents ”), pursuant to which,
among other things, the Reaffirming Parties Guaranteed the
Obligations (or, in the case of the Canadian Loan Parties, the
Canadian Obligations) of the Borrowers under the Original Credit
Agreement and provided security therefor.
D. Each Reaffirming
Party is willing to reaffirm its obligations under the Security
Documents.
E. For purposes of
this Agreement, the following capitalized terms used but not
defined in this Agreement shall have the meanings given them in the
Original Credit Agreement: Collateral Documents,
Guaranties, Intercreditor Agreement, Loan Documents and
Supermajority Lenders. All other capitalized terms used
but not defined herein shall have the meanings given them in the
Amended and Restated Credit Agreement.
Accordingly, the parties hereto hereby agree as
follows:
SECTION 1. Amendment and
Restatement of the Original Credit Agreement. The
Borrowers, Holdings, the Administrative Agent, the Collateral
Agent, CS Toronto and the Supermajority Lenders agree that the
Original Credit Agreement shall be amended and restated on the
Restatement Effective Date (as hereinafter defined) such that, on
the Restatement Effective Date, the terms set forth in
Exhibit A hereto shall replace and supersede the terms of the
Original Credit Agreement with respect to the Loans and Letters of
Credit outstanding under the Original Credit
Agreement. As used in the Amended and Restated Credit
Agreement, the terms “Agreement”, “this
Agreement”, “herein”, “hereinafter”,
“hereto”, “hereof” and words of similar
import shall, unless the context otherwise requires, from and after
the Restatement Effective Date, mean the Amended and Restated
Credit Agreement. As used in any other Loan Document,
from and after the Restatement Effective Date, all references to
the Credit Agreement in such Loan Documents shall, unless the
context otherwise requires, mean the Amended and Restated Credit
Agreement.
SECTION 2.
Reaffirmation . Each Reaffirming Party, by its
signature below, hereby (a) agrees that, notwithstanding the
effectiveness of this Agreement or the Amended and Restated Credit
Agreement, the Security Documents continue to be in full force and
effect, (b) affirms and confirms its Guarantee of the Obligations
(or, in the case of the Canadian Loan Parties, the Canadian
Obligations) and the pledge of and/or grant of a security interest
in its assets as Collateral to secure such Obligations, all as
provided in the Security Documents as originally executed, and
acknowledges and agrees that such Guarantee, pledge and/or grant
continue in full force and effect in respect of, and to secure,
such Obligations under the Amended and Restated Credit Agreement
and the other Loan Documents and (c) affirms and confirms that all
the representations and warranties made by or relating to it
contained in the Amended and Restated Credit Agreement and the
other Loan Documents are true and correct in all material respects
(or in all respects in the case of any representations and
warranties qualified by materiality) on and as of the Restatement
Effective Date, except to the extent such representations and
warranties expressly relate to an earlier date, in which case they
were true and correct in all material respects (or in all respects
in the case of any representations and warranties qualified by
materiality) as of such earlier date.
SECTION 3. Representations
and Warranties . To induce the other parties hereto to enter
into this Agreement, each of Holdings and each Borrower represents
and warrants to each of the other parties hereto, that, at the time
of and immediately after giving effect to this
Agreement:
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