Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - PLY GEM HOLDINGS INC | d544766d8k.htm |
| EX-3.2 - AMENDED AND RESTATED BY-LAWS - PLY GEM HOLDINGS INC | d544766dex32.htm |
| EX-2.1 - AGREEMENT AND PLAN OF MERGER - PLY GEM HOLDINGS INC | d544766dex21.htm |
| EX-10.2 - REGISTRATION RIGHTS AGREEMENT - PLY GEM HOLDINGS INC | d544766dex102.htm |
| EX-10.4 - THIRD AMENDED AND RESTATED TAX SHARING AGREEMENT - PLY GEM HOLDINGS INC | d544766dex104.htm |
| EX-10.3 - TAX RECEIVABLE AGREEMENT - PLY GEM HOLDINGS INC | d544766dex103.htm |
| EX-10.8 - PLY GEM HOLDINGS, INC. 2004 STOCK OPTION PLAN - PLY GEM HOLDINGS INC | d544766dex108.htm |
| EX-10.1 - SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT - PLY GEM HOLDINGS INC | d544766dex101.htm |
| EX-10.9 - PLY GEM HOLDINGS, INC. LONG TERM INCENTIVE PLAN - PLY GEM HOLDINGS INC | d544766dex109.htm |
| EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - PLY GEM HOLDINGS INC | d544766dex31.htm |
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]