Unassociated Document


    
      
        Exhibit
4.2

      

      
 

      SUBSCRIPTION
AGENT AGREEMENT

      


      Dated
as of January 27, 2010

      


      


      


      


      American
Stock Transfer & Trust Company, LLC

      59
Maiden Lane

      New
York, New York 10038

      


      


      Ladies
and Gentlemen:

      


      In
connection with your appointment as Subscription Agent in the transaction
described herein, PGT, Inc., a Delaware corporation (the Company), hereby
confirms its arrangements with you as follows:

      


      
        	 
      	
                1.

              	
                Rights
      Offering

              


      

      


      
        	 
      	
                (a)

              	
                The
      Company is distributing to each holder of record (“Eligible Holder”) as of
      the close of business on February 8, 2010 (the “Record Date”), of its
      outstanding shares of common stock, par value $0.01 per share (the “Common
      Stock”), one non-transferable subscription right (a “Right”) for every
      1.75 shares of the Company’s Common Stock owned as of the Record Date (or
      .571428547 of a Right for each share of the Company’s Common Stock owned
      as of the Record Date).  Each whole Right entitles an Eligible
      Holder to subscribe for and purchase one share of the Company’s Common
      Stock (each, a “Share”) at a subscription price of $1.50 per share (the
      “Subscription Price”), payable by cashier’s or certified check or by wire
      transfer of immediately available funds, upon the terms and conditions set
      forth in the Prospectus (as defined below) (the “Rights
      Offering”).  The term “subscribed” shall mean submitted for
      purchase from the Company by a stockholder in accordance with the terms of
      the Rights Offering, and the term “subscription” shall mean any such
      submission. The Rights Offering will expire at 5:00 p.m., Eastern
      Time, on March 12, 2010 (the “Expiration Time”), unless the Company
      extends the period of time for which the Rights Offering is open, in which
      event the term “Expiration Time” shall mean the latest time and date at
      which the Rights Offering, as so extended by the Company from time to
      time, shall expire.

                 

              
	 
      	 
      	
                (b)  
      The Company filed a Registration Statement relating to the Rights Offering
      with the United States Securities and Exchange Commission (the “SEC”)
      under the Securities Act of 1933, as amended, on December 24, 2009. The
      Company filed amendments to the Registration Statement with the SEC on
      January 29, 2010, and February 8, 2010.  The terms of the Rights
      Offering are more fully described in the Prospectus (the “Prospectus”)
      forming part of the Registration Statement as such Registration Statement
      may be declared effective, and the accompanying Instructions for Use of
      PGT, Inc. Subscription Rights Certificates (the “Instructions for
      Use”).  All terms used and not defined herein shall have the
      same meaning as in the Prospectus.  Promptly after the Record
      Date, the Company will provide you with a list of holders of the Company’s
      Common Stock as of the Record Date.

              


      

      


      
      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	 
      	
                (c)  
      The Rights are evidenced by non-transferable subscription rights
      certificates (the “Subscription Rights Certificates”). Each Eligible
      Holder of Rights who exercises in full his Rights to subscribe for Shares
      that can be subscribed for with the Rights evidenced by such Subscription
      Rights Certificates (the “Basic Subscription Privilege”) will, to the
      extent that other Eligible Holders elect not to exercise all of their
      respective Rights in the Basic Subscription Privilege, be permitted to
      subscribe for additional shares of Common Stock at the Subscription Price
      up to an amount equal to the number of Shares such Eligible Holder
      subscribed for under his Basic Subscription Privilege (the
      “Over-Subscription Privilege”).  Fractional Rights will be
      rounded down to the nearest whole number. No fractional Shares shall be
      issued.

              
	 
      	 
      	 
      
	
                2.

              	 
      	
                Appointment
      of Subscription Agent – You are hereby appointed as Subscription
      Agent to effect the Rights Offering in accordance with the Prospectus.
      Each reference to you in this letter is to you in your capacity as
      Subscription Agent unless the context indicates
  otherwise.

              
	 
      	 
      	 
      
	
                3.

              	 
      	
                Delivery
      of Documents - As soon as is reasonably practical, you shall mail
      or cause to be mailed to each Eligible Holder at the close of business on
      the Record Date (a) a Subscription Rights Certificate evidencing the
      Rights to which such Eligible Holder is entitled, (b) a Prospectus, (c) an
      Instruction for Use of PGT, Inc. Subscription Rights Certificates, (d) a
      Letter to Stockholders Who Are Record Holders, and (e) a return envelope
      addressed to you. Prior to mailing, the Company will provide you with
      blank Subscription Rights Certificates which you will prepare and issue in
      the name of each Eligible Holders and for the number of Rights to which
      each such Eligible Holder is entitled.  The Company will also
      provide you with a sufficient number of copies of each of the documents to
      be mailed with the Subscription Rights Certificates.

              
	 
      	 
      	 
      
	
                4.

              	 
      	
                Subscription
      Procedure -

              
	 
      	 
      	 
      
	 
      	 
      	
                (a)  
      Upon your receipt prior to the Expiration Time (by mail or delivery), as
      Subscription Agent, of (ii) any Subscription Rights Certificate completed
      and endorsed for exercise, as provided on the reverse side of the
      Subscription Rights Certificate, and (ii) payment in full of the
      Subscription Price in U.S. funds by cashier’s or certified check (without
      deduction for bank service charges or otherwise) payable to the order of
      American Stock Transfer & Trust
      Company or by wire transfer of immediately available funds to the
      subscription account maintained by you for use in the Rights Offering, you
      shall as soon as practicable after the Expiration Time, but after
      performing the procedures described in subparagraphs (b) and (c) below,
      mail to the subscriber’s registered address on the books of the Company
      certificates representing the Shares underlying each Right duly subscribed
      for (pursuant to the Basic Subscription Privilege and the
      Over-Subscription Privilege) (or credit by book-entry transfer the
      Depository Trust Company’s nominee position, or other applicable nominee
      position, with the Shares duly subscribed for pursuant to the Basic
      Subscription Privilege and the Over-Subscription Privilege) and furnish a
      list of all such information to the Company.

                 

                (b)  
      As soon as practicable after the Expiration Time, but in any event not
      later than the third business day following the Expiration Time, you shall
      calculate the number of Shares to which each subscriber is entitled
      pursuant to the Over-Subscription Privilege. The Over-Subscription
      Privilege may be exercised only by Eligible Holders who
    have

              


      

      



      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      


      
        	 
      	 
      	
                subscribed
      for and purchased all of the Shares for which they are entitled to
      subscribe pursuant to the Basic Subscription Privilege and only up to the
      number of Shares for which such Eligible Holders subscribed under their
      respective Basic Subscription Privilege.  The Shares available
      for subscription under the Over-Subscription Privilege will be those that
      have not been subscribed and paid for pursuant to the Basic Subscription
      Privilege (collectively, the “Remaining Shares”).  If there are
      sufficient Remaining Shares to satisfy all additional subscriptions by
      Eligible Holders exercising their respective rights under the
      Over-Subscription Privilege, each such Eligible Holder shall be allotted
      the number of Remaining Shares for which he subscribed (up to the number
      of Shares for which such Eligible Holder subscribed under his Basic
      Subscription Privilege).  If the aggregate number of Shares
      subscribed for under the Over-Subscription Privilege exceeds the number of
      Remaining Shares, the number of Remaining Shares allotted to each
      participant in the Over-Subscription Privilege shall be the product
      (disregarding fractions) obtained by multiplying the number of Remaining
      Shares by a fraction of which the numerator is the number of Shares
      subscribed for by that participant under the Over-Subscription Privilege
      and the denominator is the aggregate number of Shares subscribed for by
      all participants under the Over-Subscription Privilege. Any fractional
      Share to which participants exercising rights under the Over-Subscription
      Privilege would otherwise be entitled pursuant to such allocation shall be
      rounded down to the next whole Share.

                 

                (c) 
       Upon calculating the number of Remaining Shares to which each
      subscriber is entitled pursuant to the Over-Subscription Privilege and the
      amount overpaid, if any, by each subscriber, you shall, as soon as
      practicable, furnish a list of all such information to the
      Company.

                 

                (d)  
      Upon calculating the number of Remaining Shares to which each subscriber
      is entitled pursuant to the Over-Subscription Privilege and assuming
      payment for such Shares has been delivered, you shall, as contemplated in
      subparagraph (a) above, mail certificates representing such Shares which
      each such subscriber has been allotted (or credit by book-entry transfer
      the Depository Trust Company’s nominee position, or other applicable
      nominee position, with the Shares duly subscribed for).  If a
      lesser number of Remaining Shares is allotted to a subscriber under the
      Over-Subscription Privilege than that for which such subscriber has
      tendered payment, you shall remit the difference to such subscriber
      without interest or deduction at the same time as certificates
      representing the Shares allotted pursuant to the Over-Subscription
      Privilege are mailed (or book-entry accounts are credited).

                 

                (e)  
      Funds received by you pursuant to the Basic Subscription Privilege and the
      Over- Subscription Privilege shall be held by you in a segregated
      account.  Promptly after expiration of the Rights Offering and
      after all pro
      rata allocations and adjustments have been completed and confirmed
      by the Company, you shall remit to the Company all funds received in
      payment of the Subscription Price for all Shares sold in the Rights
      Offering and you shall refund payments to subscribers for Shares
      subscribed for but not allocated (if any).

              
	 
      	 
      	 
      
	
                5.

              	 
      	
                No
      Sale or Transfer of Rights – Rights may not be sold or otherwise
      transferred.  Rights will, however, be transferable by operation
      of law.  Upon expiration of the Rights Offering, all unexercised
      Rights will automatically expire.

              


      

      



      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      


      
        	
                6.

              	 
      	
                Defective
      Exercise of Rights; Lost Subscription Certificates - The Company
      shall have the absolute right to reject any defective exercise of Rights
      or to waive any defect in exercise. In the event you determine that any
      Subscription Rights Certificate does not appear to you to have been
      properly completed or executed, or if the Subscription Rights Certificates
      do not appear to you to be in proper form for subscription, or any other
      irregularity in connection with the subscription appears to you to exist,
      you will follow, when possible, your regular procedures to attempt to
      cause such defect or irregularity to be corrected.  However,
      unless requested to do so by the Company, you shall not be under any duty
      to give notification to Eligible Holders of Subscription Rights
      Certificates of any defects or irregularities in
      subscriptions.  Subscriptions will not be deemed to have been
      made until all such defects or irregularities have been cured or waived
      within such time as the Company shall determine. You shall as soon as
      practicable return Subscription Rights Certificates with the defects or
      irregularities which have not been cured or waived to the holder of the
      Rights. If any Subscription Rights Certificate is alleged to have been
      lost, stolen or destroyed, you should follow the same procedures followed
      for lost stock certificates representing Common Stock you use in your
      capacity as transfer agent for the Company’s Common
  Stock.

              
	 
      	 
      	 
      
	
                7.

              	 
      	
                Delivery
      - You shall deliver to the Company the exercised Subscription Rights
      Certificates in accordance with written directions received from the
      Company.  Promptly after expiration of the Rights Offering and
      after all pro
      rata allocations and adjustments have been completed and confirmed
      by the Company, you shall deliver to the subscribers who have duly
      exercised Rights at their registered addresses certificates representing
      the Shares for which they subscribed (or you shall credit the appropriate
      account by book-entry transfer) as instructed on the reverse side of the
      Subscription Rights Certificates.

              
	 
      	 
      	 
      
	
                8.

              	 
      	
                Reports
      - You shall notify the Company by telephone before the close of business
      on each business day during the period commencing 5 business days after
      the mailing of the Rights and ending at the Expiration Time (a ”Daily
      Notice”), which notice shall thereafter be confirmed in writing, of (i)
      the number of Rights exercised and the day covered by such Daily Notice,
      (ii) the number of Shares thereby subscribed for on the day covered by
      such Daily Notice, (iii) the amount of funds received thereby on the day
      covered by such Daily Notice, (iv) the number of Rights for which
      defective exercises have been received and the day covered by such Daily
      Notice, and (v) the cumulative total of the information set forth in
      clauses (i) through (iv) above; provided that on the
      date on which the Expiration Time occurs, such notice shall be given to
      the Company more frequently than daily.  At or before 5:00 p.m.,
      Eastern Time, on the first NASDAQ National Market trading day following
      the Expiration Time, you shall certify in writing to the Company the
      cumulative total through the Expiration Time of all the information set
      forth in clauses (i) through (iv) above.  You shall also
      maintain and update a listing of Eligible Holders who have fully or
      partially exercised their Rights and Eligible Holders who have not
      exercised their Rights.  You shall provide the Company or its
      designees with such information compiled by you pursuant to this Paragraph
      8 as any of them shall request.

              
	 
      	 
      	 
      
	
                9.

              	 
      	
                Future
      Instructions – With respect to notices or instructions to be provided by the
      Company hereunder, you may rely and act on any written instruction signed
      by any one or more of the following authorized officers or employees of
      the Company:

              


      

      



      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      


      
        	 
      	
                Jeffrey
      Jackson

              	
                Executive
      Vice President and CFO

              
	 
      	
                Mario
      Ferrucci

              	
                Vice
      President and General Counsel

              


      

      


      
        	
                10.

              	 
      	
                Payment  of
      Expenses - The Company will pay you compensation for acting in your
      capacity as Subscription Agent hereunder in the amount of $10,000. The
      Company will pay an additional fee equal to one-third of the Subscription
      Agent fee for each extension of the Offering.

                 

                Fees
      will be paid by:

              


      

      


      
        	 
      	
                Name:

              	
                PGT
      Industries, Inc.

              
	 
      	
                Attention:

              	
                Brad
      West

              
	 
      	
                Address:

              	
                1070
      Technology Drive

              
	 
      	
                Address:

              	
                Nokomis,
      FL 34275

              
	 
      	
                Facsimile:

              	
                (941)
      486-8634

              
	 
      	
                Phone:

              	
                (941)
      486-0100 x22038

              
	 
      	
                Email:

              	
                BWest@PGTIndustries.com

              


      

      


      
        	
                11.

              	 
      	
                Indemnification
      - The Company covenants and agrees to indemnify and hold you harmless
      against any costs, expenses (including reasonable fees of legal counsel),
      losses or damages, which may be paid, incurred or suffered by or to which
      you may become subject arising from or out of, directly or indirectly, any
      claim or liability resulting from your actions as Subscription Agent
      pursuant hereto; provided that such covenant and agreement does not extend
      to such costs, expenses, losses and damages incurred or suffered by you as
      a result of, or arising out of, your own negligence, misconduct or bad
      faith or that of any employees, agents or independent contractors used by
      you in connection with performance of your duties as Subscription Agent
      hereunder.

              
	 
      	 
      	 
      
	
                12.

              	 
      	
                Notices -  Unless
      otherwise provided herein, all reports, notices and other communications
      required or permitted to be given hereunder shall be in writing and
      delivered by hand or confirmed telecopy or by first class U.S. mail,
      postage prepaid, shall be deemed given if by hand or telecopy, upon
      receipt or if by U.S. mail, three business days after deposit in the U.S.
      mail and shall be addressed as
follows:

              


      

      


      
        	 
      	 
      	
                (a) 
       If
      to the Company, to:

                 

                PGT,
      Inc.

                1070
      Technology Drive

                Nokomis,
      FL 34275

                Attention:  Mario
      Ferrucci

                Telephone:
      (941) 480-2700

                Facsimile:
      (941) 480-8634

                 

                (b)  If
      to you, to:

                 

                American
      Stock Transfer & Trust
      Company, LLC

                59
      Maiden Lane

                New
      York, N.Y. 10038

                Attention:
      George Karfunkel

                Telephone:
      (718) 921-8200

                 

              


      

      


      


      



      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                Telecopy:
      (718) 236-4588

              


      

      


      
        	
                13.

              	 
      	
                Governing
      Law -  This
      agreement shall be construed in accordance with the laws of the State of
      Delaware, without regard to the conflicts of laws principles
      thereof.

              
	 
      	 
      	 
      
	
                14.

              	 
      	
                Counterparts -  This
      agreement may be executed in one or more counterparts, each of which shall
      be deemed an original and all of which shall constitute one and the same
      agreement.

              


      

      


      


      


      
        	 
      	By:   	
                /s/ Mario Ferrucci
      III

              
	 
      	
                Name:  Mario
      Ferrucci III

              
	 
      	
                Title:  Vice
      President, General Counsel, and
Secretary

              


      

      


      


      


      Agreed
& Accepted:

      AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC

      


      
        	
                By:

              	
                /s/
      Isaac Freilich

              	 
	 
      	 
      	 
	
                Name:

              	
                Isaac
      Freilich

              	 
	 
      	 
      	 
	
                Title:

              	
                Vice
      President

              	 


      

      


      


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