0000883902-23-000006 Sample Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 24th, 2023 • Cornerstone Building Brands, Inc. • Prefabricated metal buildings & components • New York
This INDEMNIFICATION AGREEMENT, dated as of April 12, 2018 (the “Agreement”), is among Pisces Parent, LLC, a Delaware limited liability company (the “Company”), Ply Gem Industries, Inc., a Delaware corporation (“Ply Gem Opco”) and Atrium Windows and Doors, Inc., a Delaware corporation (“Atrium Opco,” and, together with Ply Gem Opco, the “Opcos,” and together with the Company, the “Company Entities”), CD&R Pisces Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Investor”), Clayton, Dubilier & Rice Fund X, L.P., a Cayman Islands exempted limited partnership (the “Fund”), Clayton, Dubilier & Rice Fund X-A, L.P., a Cayman Islands exempted limited partnership (the “Parallel Fund”), CD&R Advisor Fund X, L.P., a Cayman Islands exempted limited partnership (together with the Fund and the Parallel Fund, the “CD&R Funds”), and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“Manager”). Capitalized terms used herein without definition have the meanings set
SEPARATION AGREEMENTSeparation Agreement • February 24th, 2023 • Cornerstone Building Brands, Inc. • Prefabricated metal buildings & components • North Carolina
This Separation Agreement (the “Agreement”) is a binding contract between Cornerstone Building Brands, Inc. and its subsidiaries, affiliates, and related entities (including the entities known as NCI Group, Inc., NCI Building Systems, Inc., Ply Gem Industries, Inc., and Employee’s hiring entity), (collectively, the “Company”), on the one hand, and, James Keppler, individually (“Employee”), on the other hand. The Company and Employee will be referred to individually as a “Party” and collectively as the “Parties.”
Third Supplemental IndentureSupplemental Indenture • February 24th, 2023 • Cornerstone Building Brands, Inc. • Prefabricated metal buildings & components • New York
SUPPLEMENTAL INDENTURE, dated as of December 21, 2022 (this “Supplemental Indenture”), among Cornerstone Building Brands Services, Inc., a Delaware corporation (the “Subsidiary Guarantor”), Cornerstone Building Brands, Inc., a Delaware corporation (the “Company”), Wilmington Trust, National Association, as Trustee under the Indenture referred to below (the “Trustee”) and Wilmington Trust, National Association, as Note Collateral Agent under the Indenture referred to below (the “Note Collateral Agent”).
NOTES COLLATERAL AGREEMENT made by CORNERSTONE BUILDING BRANDS, INC., CAMELOT RETURN INTERMEDIATE HOLDINGS, LLC and certain Domestic Subsidiaries of the Company, in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Note Collateral Agent and Trustee...Notes Collateral Agreement • February 24th, 2023 • Cornerstone Building Brands, Inc. • Prefabricated metal buildings & components • New York
NOTES COLLATERAL AGREEMENT, dated as of July 25, 2022, made by CORNERSTONE BUILDING BRANDS, INC., a Delaware corporation (as further defined in the Indenture, the “Company”), CAMELOT RETURN INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (as further defined in the Indenture, “Holdings”), and certain Domestic Subsidiaries of the Company from time to time party hereto, in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, as note collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Note Collateral Agent”) for the Secured Parties (as defined below) and trustee (the “Trustee”) on behalf of the Holders (as defined in the Indenture described below).
Eleventh Supplemental IndentureSupplemental Indenture • February 24th, 2023 • Cornerstone Building Brands, Inc. • Prefabricated metal buildings & components • New York
ELEVENTH SUPPLEMENTAL INDENTURE, dated as of April 22, 2022 (this “Supplemental Indenture”), among Metal Coaters, LLC, a Delaware limited liability company (the “New Subsidiary Guarantor”), Cornerstone Building Brands, Inc. (formerly known as NCI Building Systems, Inc., as successor by merger to Ply Gem Midco, LLC (formerly known as Ply Gem Midco, Inc., and formerly known as Pisces Midco, Inc.)), a Delaware corporation (the “Company”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below (the “Trustee”).
TERM LOAN GUARANTEE AND COLLATERAL AGREEMENT made by CORNERSTONE BUILDING BRANDS, INC., CAMELOT RETURN INTERMEDIATE HOLDINGS, LLC and certain Domestic Subsidiaries of the Borrower, in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent and...Term Loan Guarantee and Collateral Agreement • February 24th, 2023 • Cornerstone Building Brands, Inc. • Prefabricated metal buildings & components • New York
TERM LOAN GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 25, 2022, made by CORNERSTONE BUILDING BRANDS, INC., a Delaware corporation (as further defined in the Credit Agreement, the “Borrower”), CAMELOT RETURN INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (as further defined in the Credit Agreement, “Holdings”), and certain Domestic Subsidiaries of the Borrower from time to time party hereto, in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
Twelfth Supplemental IndentureSupplemental Indenture • February 24th, 2023 • Cornerstone Building Brands, Inc. • Prefabricated metal buildings & components • New York
TWELFTH SUPPLEMENTAL INDENTURE, dated as of July 25, 2022 (this “Supplemental Indenture”), among the Subsidiary listed on Schedule 1 hereto (the “New Subsidiary Guarantor”), Cornerstone Building Brands, Inc., a Delaware corporation (the “Company”), each other then-existing Subsidiary Guarantor under the Indenture referred to below (the “Existing Guarantors” and, together with the New Subsidiary Guarantor, the “Subsidiary Guarantors”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below (the “Trustee”).
Thirteenth Supplemental IndentureSupplemental Indenture • February 24th, 2023 • Cornerstone Building Brands, Inc. • Prefabricated metal buildings & components • New York
THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of December 21, 2022 (this “Supplemental Indenture”), among Cornerstone Building Brands Services, Inc., a Delaware corporation (the “Subsidiary Guarantor”), Cornerstone Building Brands, Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below (the “Trustee”).