exhibit46.htm


     

    
      

      

    

    
 

    INTELLECTUAL
PROPERTY COLLATERAL AGREEMENT

     

    This
INTELLECTUAL PROPERTY COLLATERAL AGREEMENT (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “IP Collateral
Agreement”) dated June 9, 2008, is made by Ply Gem Industries, Inc., a
Delaware corporation (the “Issuer”),
Ply Gem Holdings, Inc., a Delaware Corporation (“Holdings”)
and the Subsidiaries of the Issuer listed on the Annex hereto (the “Subsidiaries”,
and together with the Issuer and Holdings, the “Grantors”)
in favor of U.S. Bank National Association, as Noteholder Collateral Agent (the
“Noteholder
Collateral Agent”) for the Secured Parties (as defined in the Collateral
Agreement referred to below).

     

    WHEREAS,
the Issuer and the other Grantors party thereto have entered into an Indenture
dated as of June 9, 2008 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Indenture”),
with U.S. Bank National Association, as Trustee and Noteholder Collateral
Agent.  Terms defined in the Collateral Agreement and Indenture and
not otherwise defined herein are used herein as defined in the Collateral
Agreement and Indenture.

     

    WHEREAS,
as a condition precedent to the purchasing of the Notes by the Initial
Purchasers, each Grantor has executed and delivered that certain Collateral
Agreement dated June 9, 2008, made by the Grantors to the Noteholder Collateral
Agent (as amended, amended and restated, supplemented or otherwise modified from
time to time, the “Collateral
Agreement”).

     

    WHEREAS,
under the terms of the Collateral Agreement, the Grantors have granted to the
Noteholder Collateral Agent, for the ratable benefit of the Secured Parties, a
security interest in, among other property, certain intellectual property of the
Grantors, and have agreed as a condition thereof to execute this IP Collateral
Agreement for recording with the U.S. Patent and Trademark Office, the United
States Copyright Office and other governmental authorities.

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, each Grantor agrees as follows:

     

    SECTION
1.  Grant of
Security.  Each Grantor hereby grants to the Noteholder
Collateral Agent for the ratable benefit of the Secured Parties a security
interest in all of such Grantor’s right, title and interest in and to the
following (the “Collateral”):

     

    
      	
               
      

            	
              the
      patents and patent applications set forth in Schedule A hereto (the “Patents”);

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      trademark and service mark registrations and applications set forth in
      Schedule B hereto (provided that no security interest shall be granted in
      United States intent-to-use trademark applications to the extent that, and
      solely during the period in which, the grant of a security interest
      therein would impair the validity or enforceability of such intent-to-use
      trademark applications under applicable federal law), together with the
      goodwill symbolized thereby (the “Trademarks”);

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              all
      copyrights, whether registered or unregistered, now owned or hereafter
      acquired by such Grantor, including, without limitation, the copyright
      registrations and applications and exclusive copyright licenses set forth
      in Schedule C hereto (the “Copyrights”);

            


    

     

    
      	
               
      

            	
              (d)

            	
              all
      reissues, divisions, continuations, continuations-in-part, extensions,
      renewals and reexaminations of any of the foregoing, all rights in the
      foregoing provided by international treaties or conventions, all rights
      corresponding thereto throughout the world and all other rights of any
      kind whatsoever of such Grantor accruing thereunder or pertaining
      thereto;

            


    

     

    
      	
               
      

            	
              (e)

            	
              any
      and all claims for damages and injunctive relief for past, present and
      future infringement, dilution, misappropriation, violation, misuse or
      breach with respect to any of the foregoing, with the right, but not the
      obligation, to sue for and collect, or otherwise recover, such damages;
      and

            


    

     

    
      	
               
      

            	
              (f)

            	
              any
      and all proceeds of, collateral for, income, royalties and other payments
      now or hereafter due and payable with respect to, and supporting
      obligations relating to, any and all of the Collateral of or arising from
      any of the foregoing.

            


    

     

    SECTION
2.  Security
for Obligations.  The grant of a security interest in, the
Collateral by each Grantor under this IP Collateral Agreement secures the
payment of all Secured Obligations of such Grantor now or hereafter existing
under or in respect of the Note Documents.  Without limiting the
generality of the foregoing, this IP Collateral Agreement secures, as to each
Grantor, the payment of all amounts that constitute part of the Secured
Obligations and that would be owed by such Grantor to any Secured Party under
the Note Documents but for the fact that such Secured Obligations are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving a Grantor.

     

    SECTION
3.  Recordation.  Each
Grantor authorizes and requests that the Register of Copyrights, the
Commissioner for Patents and the Commissioner for Trademarks and any other
applicable government officer record this IP Collateral Agreement.

     

    SECTION
4.  Execution in
Counterparts.  This IP Collateral Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.

     

    SECTION
5.  Grants,
Rights and Remedies.  This IP Collateral Agreement has been
entered into in conjunction with the provisions of the Collateral
Agreement.  Each Grantor does hereby acknowledge and confirm that the
grant of the security interest hereunder to, and the rights and remedies of, the
Noteholder Collateral Agent with respect to the Collateral are more fully set
forth in the Collateral Agreement, the terms and provisions of which are
incorporated herein by reference as if fully set forth herein.

     

    SECTION
6.  Governing
Law.  This IP Collateral Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

     


    
      
         


      

      
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    Reference
is made to the Lien Subordination and Intercreditor Agreement dated as of June
9, 2008, among General Electric Capital Corporation, as Collateral Agent for the
Revolving Facility Secured Parties referred to therein, U.S. Bank National
Association, as Trustee and as Noteholder Collateral Agent, Ply Gem Holdings,
Inc., Ply Gem Industries, Inc. and the subsidiaries of Ply Gem Industries, Inc.
named therein (the “Intercreditor Agreement”).  Notwithstanding any
other provision contained herein, this Agreement, the Liens created hereby and
the rights, remedies, duties and obligations provided for herein are subject in
all respects to the provisions of the Intercreditor Agreement and, to the extent
provided therein, the applicable Senior Secured Obligations Security Documents
(as defined in the Intercreditor Agreement).  In the event of any
conflict or inconsistency between the provisions of this Agreement and the
Intercreditor Agreement, the provisions of the Intercreditor Agreement shall
control.

     

    [Remainder
of Page Intentionally Blank]

     


    
      
         


      

      
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    IN
WITNESS WHEREOF, each Grantor has caused this IP Collateral Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.

     

    


    
      	
              PLY
      GEM INDUSTRIES, INC.,

            
	
              by

            
	 
      	 
      
	 
      	
              Name:

            
	 
      	
              Title:

            


    

    


    


    
      	
              PLY
      GEM HOLDINGS, INC.,

            
	
              By

            
	 
      	 
      
	 
      	
              Name:

            
	 
      	
              Title:

            


    

    


    


    
      	
              EACH
      OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,

            
	
              by

            
	 
      	 
      
	 
      	
              Name:

            
	 
      	
              Title:

            


    

    


    



    
      
         


      

      
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