exhibit4-6.htm


     

    
      

      

    

    Exhibit 4.6    

     

    Execution Version    

     

    

      FIFTH
SUPPLEMENTAL INDENTURE

      

        FIFTH
SUPPLEMENTAL INDENTURE (the “Fifth Supplemental Indenture”), dated as of March
24, 2009, among Ply Gem Industries, Inc. (the “Company”), the guarantors party
hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the
“Trustee”).

         

        WHEREAS,
the Company, the Guarantors and the Trustee are parties to the Indenture dated
as of February 12, 2004, as supplemented by the First Supplemental Indenture,
dated as of August 27, 2004, as further supplemented by the Second Supplemental
Indenture, dated as of February 24, 2006, as further supplemented by the Third
Supplemental Indenture, dated as of October 31, 2006, and as further
supplemented by the Fourth Supplemental Indenture, dated as of May 29, 2008 (as
supplemented to date, the “Indenture”), to provide for the issuance of the
Company’s 9% Senior Subordinated Notes due 2012;

         

        WHEREAS,
pursuant to Section 9.02 of the Indenture, the Company, the Guarantors and
the Trustee may, with the written consent of the Holders of at least a majority
in aggregate principal amount of the Notes then outstanding, make certain
amendments to the Indenture without notice to any Holder;

         

        WHEREAS,
the board of directors of the Company fixed March 20, 2009, as the record date
(the “Record Date”) for the purpose of determining the Holders entitled to
consent to the amendments to the Indenture and the Notes set forth in this Fifth
Supplemental Indenture (the “Amendments”);

         

        WHEREAS,
Holders of at least a majority in aggregate principal amount of the Notes
outstanding as of the Record Date have given and not withdrawn their consent to
the Amendments; and

         

        WHEREAS,
the execution of this Fifth Supplemental Indenture by the parties hereto is in
all respects authorized by the provisions of the Indenture, and the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel with
respect to such authorization, and all things necessary to make this Fifth
Supplemental Indenture a valid agreement of the Company, the Guarantors and the
Trustee in accordance with its terms have been done.

         

        NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company, the Guarantors and the Trustee hereby agree for the equal and ratable
benefit of all Holders of the Notes as follows:

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE
I 

         

        DEFINITIONS

         

        1.1 Definitions.  For
purposes of this Fifth Supplemental Indenture, the terms defined in the recitals
shall have the meanings therein specified; any terms defined in the Indenture
and not defined herein shall have the same meanings herein as therein defined;
and references to Articles or Sections shall, unless the context indicates
otherwise, be references to Articles or Sections of the Indenture.

         

        1.2 Effect.  This
Fifth Supplemental Indenture shall become effective upon its execution by the
parties hereto.  Notwithstanding the foregoing, the Amendments set
forth in Article II below shall not become operative until the consummation of
the acquisition of an aggregate of $184,632,000 principal amount of the Notes by
Caxton-Iseman (Ply Gem) III, L.P. and/or Caxton-Iseman (Ply Gem) IV, L.P.
pursuant to those certain Note Purchase Agreements in effect on the date hereof
(collectively, the “Note Purchase Agreements”).  If the transactions
contemplated by the Note Purchase Agreements are not consummated and
$184,632,000 principal amount of the Notes subject thereto are not purchased
pursuant to the Note Purchase Agreements, then the Amendments set forth in
Article II below shall have no effect and the Indenture and the Notes shall be
deemed to be so amended so that they read the same as they did immediately prior
to the date hereof.

         

        ARTICLE
II 


         

        AMENDMENTS

         

        2.1 Amendments.  The
Indenture is hereby amended as follows:

         

        (a) The text
of each of Sections 4.03, 4.04, 4.05, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15,
4.16, 4.17, 4.19 and 4.20 is hereby deleted in its entirety and these Sections
shall be of no further force and effect and the words “Intentionally Omitted”
shall be inserted, in each case, in place of the deleted text.

         

        (b) Section
4.18 is hereby amended to read as follows:

         

        “The
Issuer shall comply with Trust Indenture Act § 314(a).”

         

        (c) Section
5.01(a) is hereby amended and restated as follows:

         

        “(a)  The
Issuer will not, directly or indirectly, in a single transaction or a series of
related transactions, (a) consolidate or merge with or into another Person
(other than a merger with an Affiliate solely for the purpose of and with the
effect of changing the Issuer’s jurisdiction of incorporation to another State
of the United States or forming a holding company for the Issuer), or sell,
lease, transfer, convey or otherwise dispose of or assign all or substantially
all of the assets of the Issuer or the Issuer and the Restricted Subsidiaries
(taken as a whole) or (b) adopt a Plan of Liquidation unless, in either
case:

         

        (1) either:

         

        (a) the
Issuer will be the surviving or continuing Person; or

         

        (b) the
Person formed by or surviving such consolidation or merger or to which such
sale, lease, conveyance or other disposition shall be made (or, in the case of a
Plan of Liquidation, any Person to which assets are transferred) expressly
assumes, by supplemental indenture in form and substance reasonably satisfactory
to the Trustee, all of the obligations of the Issuer under the Notes and this
Indenture; and

         

        (2) immediately
prior to and immediately after giving effect to such transaction, no Default
shall have occurred and be continuing.”

         

        (d) Section
5.01(b) is hereby amended and restated as follows:

         

        “(b) Parent
will not, directly or indirectly, in a single transaction or a series of related
transactions, (a) consolidate or merge with or into another Person, or sell,
lease, transfer, convey or otherwise dispose of or assign all or substantially
all of the assets of Parent and its Subsidiaries (taken as a whole) or
(b) adopt a Plan of Liquidation unless, in either case:

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        (1) either:

         

        (a) Parent
will be the surviving or continuing Person; or

         

        (b) the
Person formed by or surviving such consolidation or merger or to which such
sale, lease, conveyance or other disposition shall be made (or, in the case of a
Plan of Liquidation, any Person to which assets are transferred) (collectively,
the “Parent Successor”)
(unless the Parent Successor is the Issuer) expressly assumes, by supplemental
indenture in form and substance reasonably satisfactory to the Trustee, all of
the obligations of Parent under the Notes and this Indenture; and

         

        (2) immediately
after giving effect to such transaction, no Default shall have occurred and be
continuing.”

         

        (e) Section
5.01(c) is hereby amended by deleting the phrase “, this Indenture and the
Registration Rights Agreement, and, in the case of a consolidation or merger
with Parent, is a corporation, limited liability company or limited partnership
organized and existing under the laws of any State of the United States of
America or the District of Columbia” in clause (1)(b) and replacing the phrase
with “and this Indenture.”

         

        (f) Section
6.01 is hereby amended as follows:

         

        (i) by
deleting the phrase “or in respect of its obligations to make a Change of
Control Offer as described under Section 4.09 (whether or not such compliance is
prohibited by the subordination provisions of this Indenture)” from clause (3);
and

         

        (ii) by
deleting the text of each of clauses (4), (5) and (6) in its entirety and by
inserting “Intentionally Omitted”, in each case, in place of the deleted
text.

         

        (g) Section
8.01 is hereby amended by deleting the text “, 4.03 (as to the legal existence
of the Issuer only)” from the third paragraph.

         

        (h) Section
8.02(c) is hereby amended by deleting the phrase “Sections 4.03 (other than with
respect to the legal existence of the Issuer), 4.04, 4.05 and 4.09 through
4.20, clause (3) of Section 5.01(a)” in the first sentence and replacing such
phrase with “Section 4.18” and by deleting the phrase “, (5), (6)” in the last
sentence.

         

        (i) Section
8.03 is hereby amended and restated as follows:

         

        “The
following shall be the conditions to the application of either Section 8.02(b)
or 8.02(c) hereof to the outstanding Notes:

         

        (1) the
Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders, U.S. Legal Tender, U.S. Government Obligations or a combination
thereof, in such amounts as will be sufficient (without reinvestment) to pay the
principal of and interest on the Notes on the stated date for payment or on the
Redemption Date of the principal or installment of principal of or interest on
the Notes,

         

        (2)  Intentionally
Omitted,

         

        (3)  Intentionally
Omitted,

         

        (4) 
Intentionally Omitted,

         

        (5) 
Intentionally Omitted,

         

        (6)  the
Issuer shall have delivered to the Trustee an Officers’ Certificate stating that
the deposit was not made by it with the intent of preferring the Holders over
any other of its creditors or with the intent of defeating, hindering, delaying
or defrauding any other of its creditors or others, and

         

        (7) 
the Issuer shall have delivered to the Trustee an Officers’ Certificate stating
that the conditions provided for in clauses (1) and (6) of this Section 8.03
have been complied with.”

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        (j) The text
of Section 9 of the Notes is hereby deleted in its entirety and replaced with
the words “Intentionally Omitted.”

         

        (k) The text
of Section 14 of the Notes is hereby deleted in its entirety and replaced with
the words “Intentionally Omitted.”

         

        (l) Any
definitions used exclusively in the provisions of the Indenture or Notes that
are deleted pursuant to this Article II, and any definitions used
exclusively within such definitions, are hereby deleted in their entirety from
the Indenture and the Notes, and all references in the Indenture and the Notes
to paragraphs, Sections, Articles or other terms or provisions of the Indenture
referred to in this Article II above or that have been otherwise deleted
pursuant to this Fifth Supplemental Indenture are hereby deleted in their
entirety.

         

        ARTICLE
III 


         

        MISCELLANEOUS

         

        3.1 Effect of the Supplemental
Indenture.  This Fifth Supplemental Indenture supplements the
Indenture and shall be a part and subject to all the terms
thereof.  Except as supplemented hereby, the Indenture and the Notes
issued thereunder shall continue in full force and effect.

         

        3.2 Counterparts.  This
Fifth Supplemental Indenture may be executed in counterparts, each of which
shall be deemed an original, but all of which shall together constitute one and
the same instrument.

         

        3.3 GOVERNING
LAW.  THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

         

        3.4 Notice of Supplemental
Indenture.  The Company shall mail notice of this Fifth
Supplemental Indenture to the Holders as required by Section 9.02 of the
Indenture.

         

        3.5 Conflict with Trust
Indenture Act.  If any provision of this Fifth Supplemental
Indenture limits, qualifies or conflicts with any provision of the Trust
Indenture Act that may not be so limited, qualified or conflicted with, such
provision of the Trust Indenture Act shall control.  If any provision
of this Fifth Supplemental Indenture modifies or excludes any provision of the
Trust Indenture Act that may be so modified or excluded, the provision of the
Trust Indenture Act shall be deemed to apply to the Indenture as so modified or
to be excluded by this Fifth Supplemental Indenture, as the case may
be.

         

        3.6 Separability
Clause.  In case any provision of this Fifth Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

         

        3.7 Effect of
Headings.  The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.

         

        3.8 Benefits of Supplemental
Indenture, etc.  Nothing in this Fifth Supplemental Indenture,
the Indenture or the Notes, express or implied, shall give to any person, other
than the parties hereto and thereto and their successors hereunder and
thereunder and the Holders of the Notes, any benefit of any legal or equitable
right, remedy or claim under the Indenture, this Fifth Supplemental Indenture or
the Notes.

         

        3.9 Successors and
Assigns.  All agreements by the Company in this Fifth
Supplemental Indenture and the Notes shall bind their respective
successors.

         

        3.10 Trustee.  The
Trustee makes no representations as to the validity or sufficiency of this Fifth
Supplemental Indenture.  The recitals and statements herein are deemed
to be those of the Company and not of the Trustee.

         

        


         

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of page intentionally left blank]

         


        
          
             


          

          
            4

            
              

            

          

          
             


          

        


        IN
WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental
Indenture to be duly executed on this 24th day of March, 2009.

         

        PLY GEM HOLDINGS,
INC.

         

        
        

        
          	
                   
      

                	
                  By:

                	
                  /s/
      Shawn K.
      Poe                   
      

                


        

        
          	
                   
      

                	
                  Name: 
      Shawn K. Poe

                


        

        
          	
                   
      

                	
                  Title:
      Vice President

                


        

         

         

        PLY
GEM HOLDINGS, INC., as Guarantor

         

         

        
          	
                   
      

                	
                  By:

                	
                  /s/ Shawn K.
      Poe                
       

                


        

        
          	
                   
      

                	
                  Name:
      Shawn K. Poe

                


        

        
          	
                   
      

                	
                  Title:
      Vice President

                


        

         

        
          	
                  GREAT
      LAKES WINDOW, INC.

                
	
                  KROY
      BUILDING PRODUCTS, INC.

                
	
                  NAPCO,
      INC.

                
	
                  VARIFORM,
      INC.

                
	
                  MWM
      HOLDING, INC.

                
	
                  MW
      MANUFACTURERS INC.

                
	
                  AWC
      HOLDING COMPANY

                
	
                  ALENCO
      HOLDING CORPORATION

                
	
                  AWC
      ARIZONA, INC.

                
	
                  ALENCO
      INTERESTS, L.L.C.

                
	
                  ALENCO
      EXTRUSION MANAGEMENT, L.L.C.

                
	
                  ALENCO
      BUILDING PRODUCTS MANAGEMENT, L.L.C.

                
	
                  ALENCO
      TRANS, INC.

                
	
                  GLAZING
      INDUSTRIES MANAGEMENT, L.L.C.

                
	
                  NEW
      ALENCO EXTRUSION, LTD.

                
	
                  NEW
      ALENCO WINDOW, LTD.

                
	
                  NEW
      GLAZING INDUSTRIES, LTD.

                
	
                  ALENCO
      EXTRUSION GA, L.L.C.

                
	
                  ALUMINUM
      SCRAP RECYCLE, L.L.C.

                
	
                  ALENCO
      WINDOW GA, L.L.C.

                
	
                  ALCOA
      HOME EXTERIORS, INC.

                
	
                  PLY
      GEM PACIFIC WINDOWS CORPORATION

                
	
                   

                  ,
      each as a Guarantor

                


        

         

        
          	
                   
      

                	
                  By:

                	
                  /s/
      Shawn K.
      Poe                   
      

                


        

        
          	
                   
      

                	
                  Name:
      Shawn K. Poe

                


        

        
          	
                   
      

                	
                  Title:
      Vice President

                


        

         


        
          
            
              [Signature
page to Fifth Supplemental Indenture]

              


            

             


          

          
             


            
              

            

          

          
             


          

        


        


         

        
          	
                   
      

                	
                  U.S.
      BANK NATIONAL ASSOCIATION,

                


        

        
          	
                   
      

                	
                  as
      Trustee

                


        

        
          	
                   

                  By:

                	
                   

                  /s/ Richard
      Prokosch              
      

                


        

        
          	
                   
      

                	
                  Name:
      Richard Prokosch

                


        

        
          	
                   
      

                	
                  Title:
      Vice President

                


        

         


        
          
            
              [Signature
page to Fifth Supplemental Indenture]